Hero High
by Mr.Evil
Summary: What if the Omnitrix was the acceptance invitation to the Galactic Enforcers Academy. A school designed for kids from all over the universe to discover how to use the Omnitrix to its fullest potential. Now you can only guess who the new classmates are.
1. New School

The setting is a different track from the first episode (kind of like Gwen 10) and I also made Gwen and Ben older by 3 years (they are both 13 years old). Well, enjoy.

Chapter 1: New School

Above the planet Earth, a small surveillance spacecraft floated in space around it. The Aliens within watched the human species on the monitors. "Captain, do you believe that this underdeveloped species is ready for the Galactic Enforcers training school?"

"This species has been left in the dark about the universe for way too long; I believe that a few are finally ready for the right to protect it. Let us start with two and if they do well, we will think about choosing more," the Captain replied. "Now, release two pods to the planet's surface and then let us see who will become the new students to the school."

Then from the ship, two small blue pods were shot into the Earth's atmosphere, encased in flame along the way.

* * *

The thirteen year old Ben was sitting in class on the last day of school. While making a paper airplane he watched the clock which was five minutes from three; every second feeling like an hour as the hand ticked away.

He finished with his plane and threw it across the classroom, hitting the teacher in the back. She then turned to see an innocent whistling Ben twiddling his thumbs.

But just then, the clock struck three o'clock. The bell rung and the halls were filled with cheering kids and airborne paper balls.

Ben then rushed outside with excitement of spending the summer with his grandfather in mind. But then he saw two bullies picking on a kid around his age. "Hey!" Ben called out, causing the focus of the two bullies on him. "Two against one isn't fair!"

* * *

But his efforts were in vain, as the boy hung off the branch of the tree by their underwear. "Nice going," the boy replied sarcastically.

Ben exhaled then replied in a depressed tone, hating how powerless he felt. "I was only trying to help."

Just then, an RV pulled up right next to the tree. The door opened up to reveal Ben's Grandfather Max with his usual happy-go-lucky smile on his face. "Hey there, Ben," his jolly voice called out, "are you ready to go?"

Ben frowned, wondering how his own grandfather could miss the predicament he was in. "Ah, a little help first," he complained.

Then after his Grandfather got him off the tree, Ben ran inside excitedly. "Oh I can't wait for this summer to start, Grandpa," he cheered, "just you and me and..."

But then, his excitement completely disappeared as he saw his Cousin Gwen sitting at the table, reading one of her text books even though it was summer vacation.

Ben's expression then became furious and pointed right at her. "What is she doing here?!"

"Hey, this wasn't my idea, dweeb!" she replied in a similar ticked off tone. "Someone told my parents it would be good for me to get out and explore this summer," she added, glaring daggers at her grandfather.

Ben grabbed his head, already knowing this was going to be the worst summer vacation yet. "Ah man, my summer is ruined."

"Now calmed down you two," their grandfather replied, still in his jolly tone, "how about we get this trip started first before you two start hating it."

* * *

The RV arrived at the campsite just as the sun was starting to set. Their grandfather opened the door, taking in a deep breath of fresh air and exhaled. "You just can't beat the great outdoors."

But the other two didn't seem to agree with their grandfather as they both would not look at each other or glare and wish the other would just go away.

"Well, now I will go prepare dinner," rubbing his rumbling stomach, "I'm cooking up some night crawlers."

The two teens changed their glares to a look of disgust. "You can't be serious, Grandpa," Gwen commented.

"What are you talking about," Max questioned his grandchildren, "Night Crawlers are filled with protein and a blast of flavor as well," he added in a tone of delight, walking back into the RV.

Ben walked over to his cousin, seeing this as a bigger problem than her presence. "Alright, I have a chocolate bar and a bag of cereal," he whispered, "What did you bring?"

"A few rise crispy treats," she answered worriedly.

"Do you think we can make them last all summer?" Ben asked, sadly already knowing the answer to his own question.

* * *

Later as the stars started to show in the sky, Gwen was working on her computer while from behind her and a small distance away Ben was playing his Gameboy; the two already back on their normal terms.

Their grandfather appeared out of the RV, holding a bag of marshmallows. "Do you two want to make some roasted marshmallows over an open fire?" he asked, but neither one of them replied. "Come on, are you two going to sulk all summer or have some fun?"

"I'm going with, sulking," Gwen answered.

"Ditto," Ben replied, rapidly pounding the buttons on his game.

Their grandfather groaned when out of the blue, they saw a shooting star right above them, removing their glued eyes away from the screen and up at the sky. "Wow, that's beautiful," Gwen said.

"There is something strange about it," the grandfather said.

But just then, the meteor made a ninety-degree turn and smacked right between Gwen and Ben, forming a large crater in the ground."

The three were in shock. "Whoa, what was that?" Ben asked, crawling towards the hole, curiosity trumping the shock and fear in his body.

"Like I would know," Gwen snapped back, moving towards the hole as well.

"Watch out you two," their grandfather warned, "we have no idea what that could be."

Then as the smoked cleared, it revealed a small pod which then opened to reveal an unusual looking watch. "What is a watch doing in this thing?"

The two teenagers reached for the watch and without warning, it latched onto both of their wrists. "Oh great," was the first words out of her mouth, "if this summer couldn't get any worse; now I have to be attached to you."

"Oh yeah," Ben added in an equally annoyed tone, "like being conjoined to a know-it-all is any better,"

As they tried with all their might to pull themselves apart, their Grandfather intervened. "Calm down you two, we can think of a way to get that off you two without having to resort to pulling your arms off."

But as all seemed hopeless, the watch split into two and reformed, making two separate watches. "Well, that works. I think," Gwen commented, looking at her new fashion statement.

But Ben still tried to remove the Omnitrix from his arm. "Why won't it come off?"

Then, the watch popped up. "What is this?" Ben asked.

"Ben, be careful," their grandfather warned.

"Ah grandpa; that's Ben your talking to," Gwen insulted.

Ben mocked his cousin then slammed his palm onto the Omnitrix, transforming him into a walking inferno. His first reaction to this new form was screaming in terror while running back and forth. "AHHHHH, I'm on fire! I'm on fire!"

"Ben! Calm down!" his grandfather called out.

Ben stopped, realizing he wasn't in any pain at all. "Hey, I'm on fire, but it doesn't hurt."

Then Gwen activated her Omnitrix and spun the dial. "It looks like this watch let's you chose to become one of ten different monsters."

"Their not monsters, their aliens," their grandfather stated, yet both of the teens looked at him suspiciously. "Well, look at him," Max pointed, "what else could he be?" he added nervously.

"Well, how do I turn back into myself? I can't try out for the baseball team next year if I charcoal the ball every time I try to catch a pop-fly," Ben worried.

* * *

As some time went by while trying to think of something, Gwen and their grandfather sat on one side while Ben sat on the other. She kept on pulling out a marshmallow from the bag and threw it at him' where he grabbed it, it cooked and he put it in his mouth. "Well, anything?" Ben asked.

"Sorry, but this watch didn't come with a manual," Gwen replied, "but look on the bright side, your finally useful for something," her ego just couldn't pass up the chance.

Ben stuck his fiery tongue at his pain in the neck of a cousin. "We will find a way to get you back to normal," his grandfather replied. "So don't give up."

Ben exhaled as just then, the mark of the watch on his chest started to beep while flashing red and white; where soon after that, in a flash of red light, he returned to normal.

"It seems like it has a time limit," their grandfather commented.

"Well in that case, I'm going to give mine a try," Gwen said, spinning the dial then slammed it, changing into a strange half lizard half mechanical like alien, "hmm, not bad."

"Ah, I want to try that one," Ben whined, but when he tried to activate it, it wouldn't respond. "Hey, what gives?"

"It looks like you need to give it time to recharge," their grandfather suggested.

In a flash, Gwen appeared behind Ben. "That's what you get for not looking before you leap."

Ben tried to hit her, but when he swung she appeared on the other side, causing him to fall over from his own weight shift. She laughed. "Sorry, Ben; but you are way too slow."

He sat up and grumbled at her. "Just wait till my watch recharges."

* * *

The morning sun rose, revealing the morning dew resting on the grass. Max walked out of the RV; he yawned and stretched his arms, but then opened his eyes to see that his grandchildren were already wide awake. "Don't tell me you two were out here all night."

"How could we sleep?" Ben asked. "I changed into this dog-like creature, then a giant creature with four arms, another with a diamond body, a ghost-like guy, and then a giant insect"

"I transformed into a robot like creature and melded with my computer to boost my laptops processing speed by three times, then I turned into a underwater creature and got some fish for breakfast and after that I became a small creature and was able to make it so the RV got more miles per gallon of gas," Gwen added.

"Don't forget you got chased by a raccoon in that form," Ben commented, laughing his head off while pointed at his frowning cousin; until he was hit in the face by a small rock.

"Shut up, Ben!"

Yet their attention was soon diverted by a large gust of wind. They looked up to see a small space shuttle land next to the RV. From the ship, three aliens emerged in yellow and white uniforms: one of them tall, skinny and gray, a buff green one, and a short yellow one with six arms. "We are here to find the one who was chosen by the Omnitrix," Tatasciore announced.

"Omni what?" Ben asked, scratching his head to the question.

"Ah dufus, I think he means the watch," Gwen replied.

"Oh yeah, I knew that," he obviously lied.

"What do you want from them?" their grandfather asked, standing in front of his grandchildren.

"Them?" the three asked in unison, but then notice that both Ben and Gwen had the Omnitrix on them.

"But we already picked up the one who got the first one and we only sent two, how did one of them get another?" Deebrad asked.

"If the Omnitrix separated into two, it must believe that they are both worthy of being Galactic Enforcers," Eiding replied.

"You still haven't answered me, why are you after the Omnitrix?" the Grandfather asked, not stepping down.

"Do not worry, Earthling. We come in peace with an offer to the ones who have been chosen by the Omnitrix," Tatasciore replied.

"Yes, you are the first of this species from this planet to have been chosen to join the Galactic Enforcers Academy. There you will be given the proper training to use the Omnitrix at its fullest potential then use it to protect the species of the galaxy," Eiding stated.

"Too sweet," Ben cheered, "a school of super heroes?"

"In some ways, yes," Tatasciore replied. "If you do not wish to join, we will remove the Omnitrix and you will never be bothered again. What is your choice?"

Ben was completely for it while Gwen wasn't too sure, but was then shocked when her grandfather said. "Sure, that sounds like fun?"

"All right, grandpa!" Ben stated excitedly then making a gesture with his arm.

"Grandpa, are you sure?" Gwen asked, uncertain to the offer that sounded too good to be true.

Their grandfather turned around and kneeled down, facing his grandchildren with a smile on his face. "Come on, this is a once in a life time chance for you two; to be able to see more than any person has ever seen on this planet. If I was your age and had this chance I would have taken it myself."

"But, what about our summer trip?" Ben asked, a look of depression now took over his excitement.

"We can do that anytime after you two come back. Now, have a good time and call me when you can."

He gave them a reassuring smile as they both hugged their grandfather. "Please, come with us," Deebrad said. "You two have a long journey to the academy. So we will need to be put you two into a cryogenic sleep."

The two broke their final hug with their grandpa. "Can I do one more thing on Earth before we go?" Ben asked.

The three aliens whispered to each other and Tatasciore replied. "We do not see a problem with that."

"Thanks," Ben said, activating his Omnitrix he changed into the fast lizard and disappeared. But ten seconds later, he returned. "Alright, I'm all set."

"Ben, what did you do?" Gwen asked.

He grinned. "Just took care of a few loose ends."

* * *

A good distance away, the two bullies from before hug from a tree branch by their underwear. The two not ever sure of what just happened as the first one asked. "Dude, how did this happen?"

The second one shook his head. "I have no idea, it all happened so fast."

"Help, someone, help," they both said to the passing motorist without any luck what-so-ever.

* * *

Then as the two teens were boarding the spacecraft, they waved one last goodbye to their grandfather. After they went onto the ship, a gust of wind blasted at the ground and the ship flew up into the sky till it disappeared before Max's eyes.

The two were led into large cylinders that were against the wall. "You will be put into a cryogenic sleep for the remainder of the trip; it is a long distance away," Tatasciore informed.

"Something tells me that we are going to be late for the first day of school back on our planet," Gwen commented.

Then as the doors closed, a cold mist surrounded the two.

But a moment later, the doors opened back up. "We have arrived," Tatasciore stated.

The two were a bit confused; not even feeling like a second went by since they entered the cylinder. "I thought you said it was going to be a long trip, we barely closed our eyes," Ben complained.

"Actually, you two have been asleep for about one of your Earth weeks," Eiding stated.

The two were shocked from this information. "Wow, time surely flies by when you're having fun," Gwen said in a worried tone.

"Please, look out the windows to see your new 'home away from home,'" Deebrad suggested.

The two walked over to the window and stood in complete awe at the sight, the humongous satellite which was nothing like anything they had ever seen before. Tatasciore walked up behind them. "Welcome, to the Galactic Enforcers Academy!"

To Be Continued

Made this up in my free time, not really planning on updating unless I get reviews.


	2. Introduction

Chapter 2: Introduction

The shuttle landed in the docking bay of the Satellite as the two teens were still in awe; not just from the size of the area, but the equipment being used was something they both believed they would only see in a science fiction movie. "This is so cool," they both stated at the same time."

Tatasciore let out a forced cough to get the two's attention. "Now you two will be teleported to the New Student Announcements."

The two looked at each other. "Teleported?"

Then on Tatasciore's belt, he pressed a button. Gwen and Ben noticed below them a pad of blue shinned which then quickly consumed them.

* * *

They reappeared with a crowd of about one-hundred other aliens, each looking reasonably around their age. "Hey, are you the other kid from Earth?" a male voice asked from behind the two with Ben feeling a tap on his shoulder.

The two looked to see a human guy around the age of fifteen looking down on them. "Yes we are," Ben replied proudly.

"I'm Kevin, Kevin Elf. But my friends call me Kevin Eleven since that is what my last name means in German," he greeted, holding out his hand.

"My name is, Ben Tennyson," Ben greeted back, shaking the teens hand. "Oh, and that's my cousin, Gwen."

Kevin pretended to shake from the sight of her. "Whoa, I didn't even know she was a human."

The two laughed while Gwen just glared back, mumbling under her breath with her eye twitching. "Boys."

"Don't worry about it, I'm not sure she is human myself," Ben replied while still laughing.

"Attention!" a voice boomed out, causing all of the chatter to silence and the students to face the front. There they saw a tall grey alien wearing a yellow uniform with a white cape, boots and gloves. "I am, Chancellor Ultimos; head of the Galactic Enforcers Academy, and I would like to personally welcome you all to a new life most aliens could only dream about. Now I bet most of you are wondering about the new device that is now attached to your wrist, tentacles, or any other sort of various appendages. That is called, the Omnitrix; a highly advance tool that has linked up with your very own DNA. Now I must remind you all that it is not a toy."

Gwen looked over at her cousin to see that he is biting at his Omnitrix during the speech. She put her palm over her eyes and shook her head, wondering if they aren't related did his parents get him from the zoo.

"The Omnitrix can't be removed without a special device so now think of it as a new part of your body. You all start out with ten aliens you can change into with its power and new ones will come as well over time."

"Sweet, I wonder what other ones we'll get," Kevin commented.

"Here you will not only learn how to use your new alien powers, strengths and weaknesses, but also the planet and history of each species."

Everyone groaned at that information except for one yes. They all looked to see Kevin and Ben pointing at Gwen. She nervously smiled and chuckled. "S-Sorry."

"Oh that reminds me, the doors to the Galactic Enforcers Academy have finally opened the doors to Planet Earth and the Earthlings," the Chancellor announced with a light shinning down on the three.

"Took their species long enough," someone in the crowd added with the rest laughing.

The three from planet Earth glared. "Now now, there will be none of that at this school. Now from here you will get your room assignments, schedule, school uniform and a few basic rules, so walk around and get to know the area well. For tomorrow, the schoolwork starts!"

Everyone groaned again.

* * *

Gwen looked at the room number in her hand and then at the door to see the same number. She looked down at her yellow school uniform shirt and skirt, at her white gloves and boots and the briefcase with the Galactic Enforcers symbol on the side. "This is going to be weird," she said to herself, knowing this was going to be worlds away from any summer school she had ever attended before, with no pun intended.

She opened the door and was a bit shocked on how similar her room looked like a hotel room, not to mention pretty big for a dorm room for two.

She walked into the bed room and was startled to see she had a female roommate that looked human sitting barefoot on the bed reading a book, but then noticed two small horns growing out of the sides of her head yet which were hard to see from, even from her short blue hair. "Oh hi, I didn't know anyone else was here," she said nervously, still standing at the entrance of the room.

But the girl didn't acknowledge her at all, with the only movement she did was her red eyes moving to the lines in the book.

"Ok," Gwen added nervously, walking over to the bed on the other side of the room and sitting down on it.

Gwen looked over at the girl to see her turn the page. "Well, it's nice to meet you."

Yet once again, the girl didn't even acknowledge her; only keeping her attention towards her book while no emotion was expressed on her face.

"Well, my name is, Gwen Tennyson. What's yours?"

The girl didn't turn her head, but her eyes focused on Gwen. "Ren," she replied with her tone having no emotion at all.

"Well, that's a start," Gwen commented.

* * *

In the cafeteria, Ben and Kevin sat at a table looking at the questionable meal in front of them. Ben poked it with a fork and then ducked under the table. He slowly came back up and started to poke at it again. "Dude, do you have any idea what this stuff is?"

"Not a clue, bro," Kevin replied, observing the strange drink with a questionable look.

Just then, Gwen joined the two by placing her tray on the table. "This place is a labyrinth; you know how long it took me to find all of my classes for tomorrow?"

"Oh yeah, I got to look at that later," Ben said.

"Ben, school starts tomorrow! You should find your classes today so you're not rushing everywhere at the last minute!"

"You have your way and I have mine," Ben said in a relaxed tone.

"Yeah, and it's the wrong way," she snapped back.

"Yup, you two are defiantly related," Kevin replied with a chuckle, eating some of the food. "Hey this stuff isn't half bad. Better than some of the stuff I got on the street."

The cousins looked back at their food with disgusted looks on their faces. Slowly, they took a bite and their faces didn't look displeased. "Well its better than grub worms," Ben stated.

"You guys ate worms?" Kevin asked with a confused look on his face.

"Our grandfather prepared unusual meals for us," Gwen answered, taking another bite. "So, who did you get as a roommate?"

Ben and Kevin pointed at each other. "Who did you get, Gwen?" Ben asked.

She looked around the cafeteria till she saw Ren sitting alone at a table in the corner then pointed. "Her. Her name is, Ren; that was all I could get from her."

"So she doesn't like to talk much," Kevin commented. "I knew a few types like that in the Big Apple. It might take a few months but you could get about a sentence out of her."

"But we know we will be good buds," Ben said to Kevin. Yet just then, a girl that looked like a human, besides the noticeable white cat like ears sticking out of the top of her head, walked by. The two boy's jaws dropped at her good figure and long heavenly flowing pink hair.

Then the two boys glared at each other. "She's mine, small fry!" Kevin declared.

"No way, I saw her first!" Ben stated.

"You have no chance, bone heads," Gwen yelled. "Do you even know who she is?"

The two were at each other throats while they stared blankly at her and shook their heads.

Gwen shook her head. "That's what you get for staying in your room. That is, Myu; she is a second year student here and one of the best as well, I hear she has 1800 aliens on her Omnitrix, not to mention the most popular and as you can already tell humans aren't really that respected here."

"So?" the boys asked.

She placed her hand on her face and shook her head. "I will never get men."

To Be Continued

Jealousy, this is going to be fun. Read and review.


	3. First day of school

Chapter 3: First day of school

Ben and Kevin ran through the halls, their uniforms and hair a mess while they tried to get their boots on while they ran. "Maybe Gwen was right and we should have looked for our classrooms yesterday."

"I just can't believe we slept in," Kevin replied.

They came up on a door with Year 1 Class A sign above the door. "Here it is," Ben pointed out.

The two ran in to see the small auditorium like room with desks circling the center. Everyone, including Gwen, looked up at the two who just entered. "I am glad to see that you were able to grace us with your presence, Earthlings," a giant brain alien creature with an octopus like body said, floating up to them.

The two swallowed hard. "Y-You're welcome," Ben cracked.

Gwen slapped her forehead as the brain shook its glass head. "That might be humorous on your planet, but it is not funny here. Please find a seat near the front of the classroom and let me get started teaching the class."

"Yes, sir," they groaned, slumping towards the seats in the front.

"Welcome, students. My name is Prof. Synaptak and I will be your teacher for the many alien species and their cultures of the Omnitrix in First Year Class A. For this class we will work with the small basics of the species; so please open up your text books to page four so we can get started."

Ben groaned, which caused the teacher to look at him. "Do you have a comment to add, Ben?"

"Yeah, why do we need to know any of this if we are just going to kick bad guy butt?" Ben asked with once again, Gwen slapping her forehead while mentally telling herself that there is no way they could possibly be related.

"I forgot, humans are considered an intellectually challenged species," Synaptak replied while Ben glared back. "No offense."

"Don't worry, Prof. Synaptak," Gwen announced on the other side, "he is told that a lot."

"Thanks for the help, Gwen!" Ben yelled back.

"Well it won't be as obvious to your kind," Prof. Synaptak added, "it is so when you are out as you say, 'to kick bad-guy butt,' this will help you learn the strengths and weaknesses of the species you might come across and how to act when on one of these species planets. Sometimes something you do everyday without noticing on your planet could get you decapitated on another."

Ben and Kevin gulped. "I see," Ben replied.

"Good, now let's get started with your studies by opening your book to page four to learn about the Pyronite's. Now can someone please tell me what planet they are from?"

Gwen raised her hand with several other aliens. "Gwen," Synaptak picked.

"That is a trick question; they don't come from a planet at all. They are a species that come from a star and according to this book that star is called Pyros."

"Very good," Synaptak replied and then looked at Ben. "It is good to see that not all of you Earthlings are un-evolved."

Ben grinded his teeth from that comment. "She has her way and I have mine."

"Then start learning her way," Synaptak replied.

The class then chuckled on the exception of Gwen's roommate, Ren, who just stared at the male Earthling without any emotion what-so-ever on her face.

* * *

Later that day out on the field, a female Tetramand held a clipboard in one of her four hands and yelled out. "All right you, runts. My name is Tini and I am the P.E. teacher for the First Year Class A students. Here, I don't want to see any slacking off during my time while you test out your Omnitrixs in the field."

"Now that's better, we get to actually do something," Ben said to Kevin.

"Yeah, now the real fun begins."

"Alright now, I want to see you all to turn into a Kineceleran and give me as many laps as you can till you run out of time."

Ben and Kevin looked at each other with questionable looks. "Dude, do you know what a Kineceleran is?" Kevin asked.

"Not a clue," Ben replied as Gwen smacked him upside the back of the head. "Ouch, what was that for?" he asked, covering the back of his head.

"Do you ever do any actual studying?" she yelled back. "You got a list in your briefcase on the species of your first ten aliens. A Kineceleran is the speed alien; you know, the one you used last back on our planet."

"Oh yeah, XLR8," Ben replied, slamming his fist into his palm.

"X-L-R-8?"Gwen asked in annoyance. "You're giving them nicknames now?"

"Yeah, so?" Ben asked.

"Yeah, Gwen; what's the problem?" Kevin added.

Gwen slapped her forehead. "I will never get boys."

"Do you three have something you want to share with the rest of the class?" Tini asked, causing the three to just realizing she was towering over them.

"No ma'am," Gwen replied.

"Good to hear," Tini said. Now transform into a Kineceleran all of you," she announced while in a bright green flash, everyone turned into a Kineceleran. "Now, run!"

Then with a large blue blur, they all started to run at blinding speed. "I bet I can beat you, Ben," Gwen suggested childishly.

"No way! You won't stand a chance against me!" he yelled back.

"Then eat my dust," she replied, pulling ahead of him.

"Oh yeah!" he snapped back, catching up to her.

Tini watched these two and smiled. "This is going to be a very interesting year with those two here."

* * *

After about ten minutes, their signals started to bleep red until in a flash of red light everyone turned back to normal. After that everyone either were completely out of breath or collapsed on the ground. "See... I... beat... you," Ben managed to get out, before collapsing on his back.

"You... just... got... lucky," Gwen replied while already sitting on the ground, trying to regain her breath.

Then Tini walked over to the group. "Good job on your first day. This training will show that even though these forms are built for these situations, it doesn't mean that is your limit. Also, I would like to see you all work as hard as these two just did."

She pointed to the two cousins; they waved nervously while the rest groaned. "Now, till your watches recharge you can all relax since I also need to jot down how many laps you each ran. But, after it recharges, I want you all to get ready to turn into Vulpimancer for the next test."

"What... is... a... Vulpi... mancer..., Gwen?" Ben asked.

"The... big... dog... thing," she replied, too exhausted to really argue with him at the moment.

"Oh... Wild... mutt," he said as his cousin slowly moving her hand to slap her forehead.

* * *

About another ten minutes later, their watches reactivated. "Well according to these numbers you all are doing very well. But now the first to run the obstacle course will be the Earthling, Ben Tennyson."

Ben stood up and walked over to the starting. "Now, change into a, Vulpimancer."

Ben slammed down on his watch, transforming himself into Wildmutt. He growled and snorted as Tini said with a smirk. "Well, at least it's an improvement."

Ben growled louder and snarled at her while she laughed. "I'm just kidding; I only say that because you can't argue back."

"Well, it is," Gwen added.

Ben snarled at her, but Tini forced a cough to get his attention. "Now ready, and go!"

* * *

Gwen slowly stumbled into her room. "I can't wait till dinner," she thought, hearing every muscle in her body throbbing louder than the sound of her own heart beat."

She sat down on the couch at the entrance room. With what ever was left of her strength took off her boots. "My feet are so sore," she whined, cracking her toes by squeezing them tight then cracking her ankles by rotating them. "That feels so much better," she said in relief then fell her back on the couch. "Who would have guessed this school could be so brutal."

She moved herself off the couch. With each step of her bare soles on the soft carpet she winced in pain until she reached to a small computer phone station. She sat down in front of it. "My feet really hurt," she whined to herself, resting her right foot on her left knee and gently massaged her sole. "Something tells me it's going to get worse before it gets better. Now how does this thing work?"

After a few seconds of looking at the manual, she looked at the screen. "Alright, I enter the planet's name," she said, typing **Earth **on the search to bring up her planet, "then I enter the phone number and then pick up the phone.

She pressed the phone to her ear to hear it ring twice. "Hello, Max Tennyson speaking."

"Hey grandpa, it's me, Gwen," she replied.

"Gwen, Gwen, Gwen; nope, I don't recall that name," he joked.

"Very funny, grandpa," she replied in an angry tone.

He chuckled. "Nothing gets by you, so how is your new school?"

"My feet are killing me."

"That bad huh, well you cousin called me not too long ago and said everything is going great. But don't worry, once you start to adjust to this system it will get easier."

Gwen continued to massage her sole and wiggled her toes. "I hope you're right; I want to be able to walk after training soon. Luckily, dinner doesn't start for a few hours so I can rest up."

"Ben also told me he beat you in a race, is that true?"

She grumbled. "He got lucky, that's all."

Her grandfather chuckled. "If you say so. Well, I should let you get some rest but don't be a stranger."

"Also let's hope that the phone companies don't charge extra for intergalactic calls," Gwen joked.

"Yeah, if they do I will probably have to get back to work as a Plumber to pay it off," he laughed.

"Bye grandpa," she said.

"Bye, and good luck," he replied, hanging up the phone.

She got up from the chair and with still some pain in her soles she walked over to the bedroom. But when she entered she was a little shocked to see Ren on her side of the room, holding up a picture frame. "What are you doing?" Gwen asked.

But Ren didn't acknowledge her; she just continued to stare at the picture in the frame. "Ren?" Gwen called out.

Ren still didn't acknowledge her, but she put down the picture frame and walked back over to her bed where she sat down, opened a book, and started to read.

Gwen stumbled over to her bed and sat down, where she looked at the picture frame Ren was looking at only moments ago. It was a picture of Ben and Gwen's conjoined thirteenth birthday party where Ben and Gwen had each other in a head lock while their parents tried to break it up. _Why was she looking at this?_ Gwen wondered, but then just collapsed on her bed.

But Ren's eyes wondered from her book to look back at that picture, her eyes focusing on Ben but turned her attention back towards her book.

To Be Continued

I know this has nothing to do with this chapter, but has anyone noticed when Gwen sunbathes she was always fully clothed. I'm just wondering if I'm the only one to notice that. Anyway, what other plans do I have for Gwen and Ben, not to mention the mysterious, Ren? Read and review to find out.


	4. Aptitude test

Chapter 4: Aptitude test

Ben arose from his bed and stretched his arms out with a big yawn. Half awake he rubbed his eyes to look at the calendar that was postured on his wall to see seven boxes with large black X's through them. "I can't believe it has already been a week since I first came here," he said to himself.

He fell back onto his comfortable bed. "But I'm too tired to really care."

But as he rolled over, he looked at the digital clock and shot wide awake. "Oh shoot! I'm going to be late! Gwen is going to kill me!"

He rushed out of his bed, put his uniform on and then noticed that Kevin was still asleep in his bed. "Kevin, wake up!"

"Five more minutes," he mumbled, rolling onto the other side of his bed.

"Kevin! We are going to be late for class!"

"So?" he mumbled back.

"Remember what Gwen said she was going to do to us if we were late to class for the third day in a row?"

Just then, a flashback happened where Gwen was threatening the boys that she would jettison them out an airlock and Kevin shot out of his bed. "What are we waiting for? We have to get to class."

* * *

With seconds to spare, they were able to get into there seats where Prof. Synaptak, using his telepathy, past out pamphlets and pencils to the students. "Well class, today is the weekly aptitude test, with this multiple choice test so the school and you will be able to tell how well you are to the rest of the students in the first year class. I hope you all studied like you were told to."

Ben and Kevin's eyes went wide. "There was a test we were supposed to study for?" Ben asked Kevin.

"It looks like."

"You will have two hours, if you finish early please do not disrupt the other students," Prof. Synaptak announced. "Ready and begin."

Ben opened up his pamphlet and looked at the first question. **If a small Aqua Glider, with five pedestrians on board, was sinking at an alarming rate just 3.21 km (2 miles) offshore. The best alien to change into to save them would be a: A. Ectonurite; B. Galvan; C: Pisccis Volann; D. Kineceleran.**

(Reader's Info: A. Ghostfreak; B. Grey Matter; C Ripjaw; D. XLR8)

Ben rubbed his eyes, having no clue what to put for the answer. _Maybe Gwen was right about this studying thing,_ he thought to himself as in the distance, he could see Gwen answering the questions without a problem.

* * *

Gwen filled in D for the first question. _This one was too easy; you use the speed to run across the water and back to land since it was above water. If it was below water it would have been C._

Then she looked up to see Ben completely frustrated. _Maybe now he will listen to my advice._

But Ren, sitting high in the auditorium, looked down at Ben without any expression on her face yet still filled in the answers at the same time.

* * *

Later at P.E., Ben was holding his head with both hands. "My head hurts," he complained.

"Too bad they didn't use the nicknames you gave them, huh Ben," his cousin mocked.

"Ha ha," Ben replied sarcastically. "I wonder if they have aspirin."

"Well you should have studied, so it's your own fault if you failed the test," Gwen added.

"Yeah yeah, get off my back already."

Tini approached the students. "Alright troops, its time for the physical portion of the weekly aptitude test; this test will combine with your written portion for your overall grade. So for those who completely bombed that one you have a change to catch up with this one."

Ben's headache seemed to mysteriously disappear. "Alright, here is something I'm good at because I'm all muscle."

"And the biggest one is in your head," Gwen commented with a smirk on her lips.

"Yeah, the biggest one is in my..." Ben boosted then glared at his cousin who was grinning at him. "Hey!"

"Alright Earthlings, settle down. The first test you will change into a Lepidopterran to test out your flight and aiming skills."

Ben was about to say something to his cousin but she said. "Butterfly."

"You mean, Stinkfly," Ben argued.

"Whatever."

The field changed to a forest like area. "Alright, change and go!" Tini announced.

* * *

After all of the test, the first year students awaited eagerly in front of the large video board for the results. "Come on, high place," Gwen pleaded.

"Gwen, talking to the board won't do anything," Ben mocked.

"You mean like how you yell at the TV for the girl not to enter the room with the monster in it during a horror movie?" Gwen asked with a smirk on her face.

Ben's face turned red from embarrassment. "T-That's different."

"Oh yeah, how so?"

Ben tried to think of a quick comeback but was saved when the board started to light up. "Gwen, the grades," he pointed.

She then completely focused on the board while Ben wiped the imaginary sweat on his forehead with the back of his hand.

The Board then lit up the ranks of the written portion of the test; Gwen's eyes went wide with excitement as she saw that out of the eighty-nine students in the first year class, she was number two. But then was shocked when she noticed her own roommate was first.

Ben looked at the board. "Hey, where is my name?" he complained.

"Dude, I found ours," Kevin replied, pointing to the end of the board to see they were both tied for last.

Gwen couldn't help but laugh at them. "I can't believe you two completely failed that test," she laughed while trying to keep her sides from splitting.

Then, the board changed for the P.E. grades and her attitude went completely south. "T-This can't be!" Gwen cried out not because she was in third, but because Ben was second.

"Now that is better, I can't wait to tell Grandpa I beat you in P.E." Ben cheered.

"No way, there must have been a mistake. I demand to have this test rechecked!" Gwen announced without anyone around her paying attention or caring.

"Where are you, Kevin?" Ben asked.

"Fifty-three, never really did care that much for working out."

After that, the board cleared and then revealed the combined score of both tests. "Now that's better!" Gwen called out to see her picture at the second place, right below Ren. "And first is my roommate, maybe I can ask her to help me become as good as she is."

"You go with that," Ben replied while he was looking for his picture. Then after a few seconds he found his next to the number forty. "Not bad for someone who doesn't study," he boosted.

"Wait until I tell grandpa that," Gwen replied with a sinister grin on her face.

Ben glared at his cousin. "You wouldn't."

She grinned. "Try me."

He glared at her with no effect and accepted defeat. "What do you want?"

"You do my cleaning duties for the next month."

"A month!" he cried out. "No way!"

She then used her hand like a phone. "Oh grandpa, guess who is treating this once in a life time chance as if it was a way to past time."

Ben slumped. "A month it is."

She grinned. "Something tells me I'm going to have a lot more fun here then if I went to Bancroft Academy."

While Ben walked off, she looked around to try to find Ren assuming she would be looking at her number, but instead found her looking at the lower numbers. "Why is she down there at the forties when her picture is up here?" Gwen asked herself then watched Ren walk off.

* * *

Later that day, Gwen walked into her bedroom to see Ren on her own bed, with her shoes by her bed and reading a book like always. With shinning eyes Gwen walked over to her and said. "Congratulations on your rank."

But like when she tried to talk to her before, Ren wouldn't even acknowledge her and continued to read her book.

"I'm sorry, you're probably already sick of all the praises you have gotten before me," she added, but still no response from her emotionless roommate.

Gwen rubbed the back of her neck, getting more nervous by the second. "Well, I was also wondering if you could be my study partner."

Ren turned her eyes away from her book and focused on the Earthling. "Why?" she asked in her monotone voice.

"Well because: not only are we roommates but we are the two highest ranking first year students, so I thought we could benefit off learning from each other."

Ren looked back at her book. "No."

"Why not, I would love to learn some of your study habits."

"I do what... I am told... nothing else," Ren answered, but her monotone voice seemed to feel a bit darker to Gwen.

"A-Alright; well I'm heading to lunch. Do you want to come with me or would you like for me to get you anything?"

Ren didn't reply, only focusing her attention to her book.

"W-Well then, see you later," Gwen said, but then noticed something she didn't notice before. Resting on the nightstand next to Ren's bed, a closed golden picture case only big enough to fit two, wallet size, pictures rested. "Ren, did you have that out before?" Gwen asked, pointing to the case.

But quicker then Gwen ever saw Ren react, Ren snatched the case without looking away from her book.

Gwen didn't really know what to make of this, so she just said while she walked back out. "Well, see you later."

* * *

Ben ran down the halls. "Dang, if I don't get to the cafeteria soon the line is going to be long. Maybe I should go XLR8."

Distracted by his watch, he didn't realize himself coming up on a three way intersection. But just as he was about to pass it, someone walked out and they crashed into each other. "That hurt," Ben commented, rubbing his sore backside.

"You know, you shouldn't run in the halls," a female voice replied, causing Ben to look up to see none other than, Myu.

He stood up without hesitation and extended his arm out. "Sorry, let me help you up."

She accepted his hand and when they touched, Ben felt how warm and soft her skin was that he became caught in a daze.

"Is something wrong?" she asked.

He shook himself out of the daze. "No, I'm fine."

He helped her back on her feet. "Sorry about that."

"No problem," Myu replied, but then looked at him. "You're one of those, Earthlings, right?"

Ben nodded his head, still captivated by her looks he could barely speak.

"I see, your species seems to be more attractive then what I originally thought," Myu said.

His face turned red from that comment. "T-Thanks."

"Well, my name is Sia Nostal Ren Naguregyug Thanast Useim Ruki Myu, but everyone calls me Myu for short."

Ben snapped out of his daze. "Ben name is, my; I mean, my Ben is, name; I mean," he took a deep breath. "My name is, Ben."

He then held out his hand, causing Myu to tilt her head. "Why is your arm out?"

"On my planet, we shake hands to greet each other."

"Oh I see, my planet has a different way of greeting each other."

"How is that?" Ben asked.

Myu then put her hands on his shoulders and moved in closer to his face. Ben's heart beat louder and louder the closer she got till her till her face was right beside his. She rubbed her cheek against his. The combination of the lovely smell of her hair, the warm softness of her cheek rubbing against his was making his entire body weak. When she released him, he could barely keep himself standing up; his heart was racing faster than he had ever felt before and his face was hot enough to fry an egg on. "Is something wrong, Ben?" she asked as she moved away to see his face. "You don't look so well."

"I-I-I'm fine," he stuttered, wobbling where he stood.

Just then, two other girls came up to Myu; one looking like a human as well, but with long purple hair and a pair of fangs coming out of the top of her jaw. She was taller then Myu by at least a foot; and the other one looked more catlike then Myu, with paws on her feet and hands but her tail came out of the back of her head. She had short yellow hair and was at least a foot shorter then Myu. "Come on, Myu. We saved you a seat?" Rubi announced.

"Alright," Myu replied then turned back to the earthling, "see you around, Ben."

"Bye," he said, but as the girl's walked the other way he collapsed on the ground with a large smile on his face.

"So, that was the Earthling, Myu?" Rubi asked.

"Yeah, and he was a lot more fun then I originally expected."

"So, how long are you going to play with this one-nii?" Nia asked.

Myu smiled. "Who knows, but it will be fun while it lasts."

* * *

Later at lunch, Ben sat at the lunch table with Kevin and Gwen in a dazed state, only pushing around the food in a circular motion on his plate. "Dude, are you alright?" Kevin asked.

Ben only nodded in reply.

"Ben, you have been in this daze state since you got here. Even though you not talking is a good thing, what is up with you?" Gwen asked.

"I talked to, Myu," he replied while still in a daze.

"Ah no fair," Kevin snapped back. "Why did you get to talk with her before me?"

Ben stayed in his daze till Gwen slapped him in the back of his head. "Ouch," he moved his hands over the sore, "what was that for?"

"Because you look stupid in that daze state of yours; well, stupider than normal."

"So, you mean like the way you look when you see a boy band?" Ben asked, grinning at the shocked expression on his cousin's face.

Gwen's face turned red. "Shut it, dweeb!"

"So, buddy; what happened?" Kevin asked in excitement.

"She rubbed her cheek against mine."

"How did it feel?"

"Better than having all of the golden Sumo Slam cards on Earth multiplied by ten."

The two boys then went into a daze. "Well, I'm heading back to my room before I see my food twice," Gwen said with a look of disgusted on her face.

"Sure, whatever," the two guys replied in an uncaring tone.

Gwen walked into her room. "I will never get boys," she argued to herself.

* * *

She walked into the bedroom and was surprised to see that Ren wasn't there. "I wonder where she went," Gwen asked herself as she sat on her bed.

But then, something caught the corner of her eye. She looked over to see the golden picture case resting on Ren's nightstand. The only thing Ren seemed to have that wasn't related to school use.

Gwen sat up from her bed and walked over to Ren's side of the room. She stopped at Ren's nightstand and looked down at the case. Gwen's mind said no but her hand continued to move over the case, yet hesitated. _This is her property; I don't have any right to look at it,_ she pulled back,_ but still, it would be nice to know something about the person I share a room with._

She picked up the picture case, examining the outside but flinched when she heard a door open. She quickly looked to see Ren standing in the doorway of the bathroom, wearing only a white towel to cover her dripping wet body.

Ren's eyes focused on her case Gwen had in her hand. Her eyes became cold and, without saying a word, marched right up to Gwen and tried to take the case back from her. But in the conflict Gwen tripped, pulling Ren with her.

Ren's cold eyes looked right into Gwen's scared ones; but then, Ren got up off of her and walked over to where the case was thrown during the struggle.

Gwen looked to see the case was opened and her eyes went wide as she saw a small picture of her cousin in the case.

To Be Continued

Read and Review.


	5. Ren’s crush

Chapter 5: Ren's crush

Ren picked up the picture case and closed it. "Ren, why do you have a picture of my cousin?" Gwen asked.

"Is that... a problem?" Ren responded to her roommates question with another question then sat down on her bed while holding the case in front of her, her eyes focused down on it.

Gwen looked at Ren looking at that case and her eyes went wide as she sat down on her bed. "Don't tell me, you have a crush on my cousin!"

Ren moved her eyes to Gwen. "I don't understand... what you mean; I don't wish... to hurt him."

Gwen giggled a little from that. "No, that's not what I mean. On Earth, if you have a crush on someone that means you like them."

"In that case... yes... I do," Ren replied, but her tone still lacking any emotion.

"I see, now that I know that," Gwen said calmly, then yelled. "What the heck are you thinking?!"

Ren's emotionless expression never changed from Gwen's ranting. "Is there something... wrong with me... that I can't, or is it because... you have feelings for him... as well and don't wish... for me to... like him?"

Gwen's right eye twitched from that comment. "First of all, HE IS MY COUSIN! SO HECK NO!" she yelled in disgust, but Ren's emotionless face never shifted. "And second, because he is a complete dweeb and a show off while you're the top ranking student of the first year. Why would someone with your talent like my freak of a cousin?"

Ren's grip on the case became slightly tighter while her face still stayed the same. "Because," she replied, but her tone of voice seemed a little sadder to Gwen then her normal emotionless tone, "when... I look at him, for some reason... my body becomes warmer, I like that... feeling I get."

"But he's a dweeb!" Gwen yelled again at her roommate. "You shouldn't go for an idiot like him."

Ren looked away from her. "I don't understand... your point, what does ones... intelligent have to do... with this?'

Gwen put her hand over her face then rubbed her eyes with her index finger and thumb. "Never mind then, just know my cousin is an idiot," she drooped her hand. "But if you like my dweeb of a cousin, why don't you just tell him."

Ren looked down at the case in her hand. "Because... my horns are... small."

Gwen looked at Ren with a confused look on her face. "I-I don't get it, what do your horns have to do with this?"

"On my planet... the attraction towards the males... is by the size of a female's... horns," she replied, moving her other hand over her small horn which was barely visible from her hair. "And mine are... too small to have... a male attracted to me... enough to even... think of being a... mate."

"I-I see," Gwen said nervously, never thinking in her lifetime she would have a discussion like this, "but you don't need to worry about that, earthlings aren't attracted to horns. Earthlings don't even have them."

"Then how do you... attract the males... on your planet?"

"Ah... well," Gwen answered with just realizing this entire time they were talking, Ren was still only wearing the white bathroom towel, and her body still dripping wet. "Earth males are attracted to the chest area of a female."

Ren looked down at her chest area then back at Gwen. "The use of my... breast... is to disperse nurture... to my young. Isn't that... the same reason... for your species?"

Gwen scratched her cheek with her index finger. "Yeah it is, I don't understand it either."

"So you must... have the same problem... as I do with attracting... the male species?" (Seriously, did anyone get the joke hidden here?)

Gwen's eyes went wide from that commented, looking down at her chest and then covered it up with her arms. "No, it's not like that. I'm just not looking for one that's all." Gwen then focused back on how Ren was dressed. "Before I explain more, could you put something on?"

Ren looked back at the towel around her body. She stood up and then dropped the towel, causing Gwen's face to turn bright red and cover her eyes with her hand. "Why did you drop the towel?"

"Is my body... disgusting to you?" Ren asked.

Gwen shook her head rapidly. "No, it's not that. On my planet we don't undress in front of each other."

"Once again... I don't understand... your Earth customs. On my planet... the only time my species... wears clothing... is outside of our... living quarters," Ren stated, just finishing putting on her uniform. "I'm... dressed now."

Gwen removed her hand away from her eyes. "Well, if you're not going to change your mind about my dweeb of a cousin, I might as well try to help you in someway get to know him."

"I don't... understand... why you are willing... to help me?" Ren asked as she sat down on her bed.

Gwen smiled. "Two reasons: one is because hopefully this will show you how much of a dweeb my cousin really is and because, we're friends; and friends help each other out."

Then if Gwen had to guess, it seemed with a well trained eye and maybe with the help of an electron microscope, she could see a small smile on Ren's face. "We're... friends?"

"Yeah," Gwen nodded.

Then Ren asked in her normal emotionless tone. "So... how will you... help me?"

_This is going to be weird. _Gwen thought to herself. "Just wondering, in your culture do you eat your mate?"

"No," Ren replied.

Gwen snapped her fingers. "Darn, a girl can hope. Alright then, let's get started."

To Be Continued

Anyone else besides me see a disaster about to happen? Well if you know my style of writing you should. Read and review.


	6. Some mischief

Chapter 6: Some mischief

Ben and Kevin relaxed in their dorm. Kevin was resting on his bed playing a Gameboy. But he turned his attention away from it to see Ben at the books. "Dude, are you, studying?" Kevin asked in disbelief.

"Why not?" Ben asked while looking over his text book on Vulpimancers. "This is a school on how to be a super hero. If you asked me; if I had to study for something this would be it. Did you know Wildmutt can fire the needles on his back?"

"No I didn't, and you do bring up a good point. At least what we study here will actually be of some use for us after we get out of school. Not like Math or Vocab; when will I ever use a word like, Epitome?"

"No clue, dude. But not to mention if I can beat my cousin at this I will be better at her in both the mental and physical part of this school and finally shut her know-it-all brain up."

"Nope, then she will probably just focus on being taller than you," Kevin replied with a smirk on his face.

"I'm a late start," Ben defended. "So, which do you want to study on?"

"Give me, Ghostfreak," Kevin answered as Ben threw him the book on Ectonurite's. "Thanks."

"No problem," Ben said as he still had his attention focused on his book.

"Hey, this might sound like a strange question, but do you like your cousin?" Kevin asked.

"Well when she isn't being her know-it-all snobby self she can be somewhat ok..."

"No, I don't mean it that way."

Ben had a confused look on his face but slowly turned into one of complete disgust. "No way! That is just sick!"

"Well, you guys are always trying to one-up each other. So it can easily be taken the wrong way."

"But even though I hate to admit this, Gwen and I are family," Ben shrugged.

"Hey, when you've lived in the Big Apple as long as I have you start to see a lot of weird things, not to mention I heard in twenty-four states its completely legal," Kevin added as he flipped through the pages in his book.

Ben looks as if he was going to throw up. "I still find that just plain wrong, who would ever want to marry Gwen?"

Kevin grinned as his attention focused on a particular segment of his book. "Well, to get your mind off that, I just found something very interesting about, Ghostfreak. Not only can we move through the walls, but we can also become completely invisible."

"So, what's your point?" Ben asked.

Kevin sat up on his bed. "Think about it, after Gym tomorrow we could go Ghostfreak and spy inside the woman's locker room."

"You know my cousin will not only kill us if she finds out, but tell on us as well."

Kevin rubbed his chin. "Good point; then let's get up a littler earlier since the second year students use the field before us. We might be able to get a peek at Myu changing into her PE uniform."

Ben remembered Myu rubbing her cheek against his and nearly fell into his dazed state. "Well, I'm not sure about that."

"Come on, you're a teenager like me. One little peek won't hurt."

Ben nodded. "Good point, if I was ten I would automatically say no, but I'm thirteen. So just one peek, right?"

"Yup; we just take a peek then head to class like nothing has happened; a victimless crime."

Ben nodded then looked at the clock. "Wow, time flies. It's dinnertime."

"You'd think that the Omnitrix would tell time," Kevin joked.

* * *

The two sat at the same table as Gwen when they noticed Ren sitting next to her. "Hey, Gwen; who is the new girl at our table?" Kevin asked.

"Remember, this is my roommate, Ren," Gwen replied with Ren not even acknowledging them. "Ren this is my dweeb of a cousin, Ben and his roommate, Kevin. Guys, this is my roommate, Ren."

"Hey there," Kevin waved.

"Nice to meet you," Ben added, holding out his hand.

Ren looked up from her plate and stared at his hand with her emotionless eyes. "What are... you doing?"

Ben used that hand to rub the back of his neck. "Oh yeah, the same thing happened when I was talking to, Myu," Ren's eyes flinched. "On Earth, that is a form of greeting someone."

"I don't... understand," Ren replied emotionlessly as she looked back down at her plate.

Gwen wasn't too sure of what Ren was doing, she was able to get Ren to sit with her after hours of convincing and now she was acting the same as she was when she first met her.

Ben sat down. "So, then how do you greet someone of your species?"

"We... bow," she replied.

Ben looked confused. "How do you, bow to each other?"

"It's not that hard, dweeb!" Gwen replied. "It's just like how it sounds."

Ben then stood up from his seat and bowed to Ren. "Like this?"

Gwen noticed an extremely light shade of pink grace Ren's snow white skin. "Close... enough," Ren answered, but her tone still lacking any emotion.

_It looks like sometimes my cousin can be less of a dweeb then I thought,_ Gwen thought with a small smile.

Ben sat back down. "Well, it looks like I don't have to be in class to learn something new."

Gwen grinned, hating to waste a chance to insult him,. "Oh, I didn't know that you could learn while sleeping through the lectures."

"I don't sleep through them; I just take a quick nap. How anyone is able to stay awake through an entire speech from Prof. Synaptak I will never know."

"Well if you didn't stay up all night playing games on the computer you might just make it!" she fought back.

"There's nothing like a dinner and a show huh, Ren?" Kevin asked as he looked over at Ren, but her attention was only focused on her meal.

* * *

But from a distance, Myu, Rubi and Nia were sitting at a table across the room. "Hey, Myu; look who the Earthlings are sitting with-nii," Nia pointed out.

Myu looked over to see Ren. "Well," Myu grinned, "its little miss Wonder Girl."

"It looks like she didn't learn her lesson the first time around, should we remind her?" Rubi asked.

"Well, I just know one thing," Myu replied with her attention focused on Ben. "I already have my claws in that one, so she better know what's good for her and stay away."

"If I didn't know you, Myu; I would have guest you have something for the little Earthling-nii," Nia mentioned with a giggle.

"Well then, it's a good thing you know me."

* * *

Gwen and Ren returned to their room. "Well, please tell me you think my cousin is a dweeb," Gwen said.

"I don't... understand," Ren replied as she walked over to her bed.

Gwen shook her head and walked over to her bed. "You can't tell me you still like my airhead of a cousin."

"Yes, why is that... a problem?"

Gwen hung her head. "But you barely even had a conversation."

"I still don't... understand your... point," Ren replied emotionlessly as she started to read a book.

"The point is my cousin is a dweeb, not to mention he is of a different species. I barely know if he is even human. More like a shaved Bigfoot or something like that."

Ren looked up from her book. "Why should that... be a problem... if I am of a different... species?"

Gwen shook her head. "Never mind; but I'm gong to head over to the gym. I'm not going to let that dweeb have something over me."

"Your species is... unusual," Ren replied while Gwen walked out.

* * *

The next day, Ben and Kevin tip-toed up to the girl's locker room. "Kevin, I'm not too sure about this."

"Come on, Ben. Don't freak on me now," Kevin said. "Now come on, get Ghostfreak ready."

They activated their watches, switched it to Ghostfreak and slammed down.

But inside the girl's locker room, just as Myu was taking off her boots her cat ears started to twitch. _An Omnitrix was just activated,_ she thought with a small grin on her face.

"Alright, let's give it a try," Kevin said as they became transparent and touched the wall. But as they did a force field stopped them. "What's going on?"

"Think about it, Kevin. We can't have been the first ones to think of this," Ben replied.

"Dang, then why didn't you say anything before?" Kevin argued.

"Me? It was your idea in the first place!" Ben yelled back.

"Yeah, blame me."

"So, who's out there?" Myu yelled out.

The boys while still transparent looked at her in shock. "I might not be able to see you but you two do make a lot of noise. So beat it before I report you."

"Let's scram," Kevin whispered and the two floated away.

"Myu, what's wrong-nii?" Nia asked.

She giggled. "Just some peepers."

"Did you find out who it was?" Rubi asked.

Myu grinned. "Yeah, and now I feel like is about to get very interesting around here."

To Be Continued

I know I made Ben a bit of a pervert in this chapter, but it fits right along for what I have planned. Read and Review.


	7. A little plan

Chapter 7: A little plan

After classes were over, some selected students were cleaning the classroom. Ben was holding the mop and Gwen was handing him the bucket filled with soapy water. "Now Ben, all you have to do is mop from here to there."

"Why do I have to do your cleaning duties again?" Ben complained.

From her fist, she stuck out her pinky and thumb then put it to the side of her head. "Oh grandpa..."

"Ok ok, I get it, get of my back."

She giggled. "That's better, now do a good job or else."

He grumbled to himself as he dumped the mop into the soapy water.

Gwen walked over to her roommate who was on her knees washing another area of the floor with a bucket and a rag. "Well, at least I can use my blackmail for some good use besides my own. Hopefully from this you can see my cousin as a dweeb."

"I don't understand... why you keep wishing for... me to see him... as a dweeb," Ren replied in her monotone voice.

"Trust me, the sooner you find out the better; but now I'm off to the gym," Gwen replied then walked up the steps.

* * *

A while went by till Ben would look over at Ren. "Hey Ren, why aren't you using a mop?"

She continued to clean the floor with the rag. "Why should I... use one? This works... just as well."

Ben rubbed the back of his head with his right hand. "I see, that makes sense I think. You like to stick with the original ways, that's cool."

Then for some reason, Ren dipped her fingers into the water. "No, it's... mildly warm."

Ben shook his head. "No, that's not what I meant. On my planet that also means its good. So what I mean is its good that you do it your own way and I respect you for that."

Her cheeks turned a faint shade of pink from that comment. "You, embarrass... me."

* * *

Ben stretched out his arms while he walked down the hallway. "I hate cleaning duty," he said to himself, listening to his stomach grumble. "Not to mention dinner isn't for another hour."

Yet from a distance away, Ren was following him. Her lifeless red eyes looked at him as her body wasn't too sure of walking towards or away.

But then, she saw Myu wrap her arms around Ben from behind. Her emotionless eyes flinched from the sight of her.

"Hey there; you're Ben, right?" Myu asked.

"Y-Yeah, that's me," he stuttered to reply, feeling her chest pressed up against his back.

She grinned. "I know it was you by the girls locker room earlier today," Ben's eyes went wide as she continued, "It was always rumored that humans were perverts, it looks like that is true."

"Wait, that wasn't my idea. Kevin..." he tried to reply, but she hugged him tighter, shutting off a recorder concealed in her hand.

"Oh, no worries;" she whispered into his ear, her breath made the hairs on his neck stand up on end. "You're a guy, there's no harm in wanting a peek."

His legs went weak from her voice. "R-Really?"

She giggled. "Yeah, but you should have asked first."

She let go of him and turned her back to him. He turned to face her. "Well, it wasn't my idea."

"Sorry, but you still went with it," she answered in an annoyed tone, "and it will take a lot to get back on my good side."

"Eh, like what?" Ben asked nervously.

She handed him her briefcase. "Would you carry my briefcase for me?"

He nodded his head and accepted her briefcase, but then he noticed behind Myu, Ren was walking away.

"Come on, would you be ever so kind and carry my case?" Myu asked with a wink.

"Sure, no problem," Ben replied as he took the case from her.

"You're too kind, now come along," she ordered with him following her.

* * *

Ren walked back into her room to see Gwen sitting on the couch with moist hair and holding a book in front of her. "I thought you... would be at... the gym."

Gwen looked at her roommate. "I finished up about fifteen minutes ago."

Ren then walked past her roommate and into her room; there she took off her boots and lied down on her bed, but instead of reading a book like she always did, she pulled the pillow to her chest and hugged it tightly in her arms.

* * *

Ben and Myu arrived at her room. "Thanks for carrying that for me, it's nice to have a cute and strong guy to hold it. It was too heavy for a girl like me to carry."

Ben rubbed the back of his neck with his hand. "Come on, you don't need to say that. It's not that heavy."

She took it back from him. "Well then, maybe it's because I've been holding it awhile. Anyway, thanks again. Hope to spend some more time together later," she replied, walking into her room.

Ben heard his stomach grumble once again. "I wonder if there is anything to eat yet," he asked himself, walking off to the lunchroom.

But inside Myu's room, her two friends were relaxing in the main room. "So Myu, how did it go with the Earthling-nii?"

She giggled. "Well, the rumor about their race is true; they are still on their primal instincts for attraction."

"Pre-evolved species are always the most fun to play with," Ruby commented.

"So true," Myu added, "I just can't wait to get my claws really deep into him."

Nia giggled. "So, how are you going to start it off this time-nii?"

She rewound the tape recorder and played back the part of Ben confessing and implementing his roommate at the same time. "Oh, what do you think?"

* * *

Ben, Kevin and Gwen were at their lunch table; Ben picked up his cup and asked. "Hey, Gwen; where's, Ren?"

She is in bed back at the room. I tried to get her up, but she didn't want to get dinner tonight."

"I wonder if anything is bothering her," Kevin suggested.

Gwen then glared at her cousin. "Did you do anything to her, Ben?"

Ben nearly coughed up his drink. "What are you talking about? What could I have done?"

"Well you two were cleaning the floor together; did you do or say anything stupid to upset her?" Gwen accused.

"No way, we barely even spoke to each other. All I said to her was I thought she was cool for sticking to her own way," he shouted back, yet then remembered seeing her, "but..."

"But what?" Gwen asked.

"I could swear that I saw her walking in the other direction after I was talking with, Myu."

"No way, you got to talk to Myu again?" Kevin asked in jealousy. "When will I get my chance?"

"You just have to have better timing my good friend," Ben replied in a smug tone.

Kevin wrapped his arm around Ben's neck and squeezed tightly. "Oh, is that so? You're the know-it-all now?"

While their fight was gong on, Gwen was lost in her own thoughts. "Hmm, I wonder..." But then, her train of thought was broken when she heard over the loud speakers.

"Ben Tennyson and Kevin Elf, please report to Chancellor Ultimo's office immediately. Ben Tennyson and Kevin Elf, please report to Chancellor Ultimo's office immediately."

"What did you two do this time?" Gwen asked.

With Kevin's arm still tighten around Ben's neck, they looked at each other then back at Gwen, shaking their heads. "Not that I know of," they both replied.

"Well get your butts to the principles office ASAP before you get in more trouble," Gwen ordered.

They nodded and ran off, unaware of Myu and her friends watching this from a distance with a satisfied smile on their faces.

To Be Continued

From now on, the true fun begins; read and review.


	8. New Classes

Chapter 8: New Classes 

Kevin and Ben stood before the desk of Chancellor Ultimos, who sat behind it. He then stood up, giving the two boys a dark expression. "I was just given evidence that you two attempted to use your Omnitrixs to I was just given evidence that you two went against the 29-34A code of conduct."

The two boys looked at each other then back at their Chancellor. "We are a bit rusty with that area of the rule book," Ben commented.

"That means you used your Omnitrix to attempt to break a rule. It is even clear on your own planet that it is illegal to spy on girls in the locker room."

The two boys looked a bit nervous after he stated that. "Well in my defense," Kevin stated, pointing at his friend, "it was all his idea."

Ben glared Kevin. "Me! It was you who gave the idea!" he argued.

"Enough!" Ultimos snapped, causing the two boys to silence and stand up straight. "I don't really care who came up with the idea, you both will take the punishment for what you two did."

Ultimos sat back down, tidying a few papers on his desk into a stack. "Now, something this severe would usually get a student here suspended, but since your species is still new to this school, you are both hereby given a warning," the two boy's exhaled in relief, "but, if you two pull something like this again, I won't be so lenient. Now, you are to head to your rooms for the rest of the night. Am I clear?"

The two boys nodded. "Yes, Chancellor Ultimos."

* * *

After Gwen finished up with her meal, she was walking back to her room while wondering what her cousin did to get in trouble this time. But as she past the corner, she saw her roommate talking with Ruby and Nia.

Quickly, she hid behind the corner and watched their conversation; being too far away to really hear anything but what she could hear was in an alien language. Yet what she could make out from their expressions Ren was showing her usual unemotional face but the two seemed to have a snobby smile on their faces.

Gwen would know that smile anywhere, usually from when the cheerleaders at her school would make fun of her. This proved to her that even in another galaxy, school was the same everywhere.

The girls then walked off, giggling among themselves as Ren just watched them walk off. Gwen continued to watch as Ren made sure that the two were out of sight; from there, Ren then headed down the hallway, her facial expression still without any emotion.

Once Gwen then made sure that her roommate was out of site, she turned down the hallway to follow where Nia and Ruby recently headed to. But as she turned, she was shocked to see that Ruby and Nia were standing right in front of her. "You Earthlings really make a lot of noise-nii," Nia stated to the stunned Gwen.

"What were you two talking to Ren about?" Gwen asked.

The two chuckled. "Like it's any of your business, Earthling," Ruby stated, "your species should learn to mind your own business," her tone then became a bit darker, "if you know what's good for you."

Gwen was a little shocked from what Ruby just said. "Are you... threatening me?"

The two shared a chuckled once again. "Oh, wouldn't you like to know-nii."

"Just know where your place is," Ruby stated, "Earthling."

A dark memory flashed back to when Gwen was trying out for the cheering squad, her cheers and technique was flawless; but the Captain just walked up to here and said. "You know, you should just know your place. Try the science club to be with the rest of the geeks."

Her fists tighten at the sight of Ruby and Nia standing in front of her. "I know where my place is, so you two better watch out," she threatened, causing the expression on Myu's friends to go south.

She then stomped off; but as soon as Gwen disappeared, Ruby pulled out something that resembled a cell phone. "Myu, our fun might have hit a snag."

* * *

Forty of the first year students sat at their new classroom as a fully armored Petrosapien (Diamondhead) stood in front of the class. "Welcome first year students, you will address me as Lt. H or Sir; this class is only given to the top forty in each year and to stay in this class you must stay above the top forty. Consider yourselves lucky to participate."

Gwen elbowed her cousin on her left. "You got here by the skin of your teeth."

"Yeah, yeah," Ben shrugged, "don't think it will be that way for long," he added with a cocky attitude.

This confused his cousin. "What do you...?" she asked, but Lt. H's voice boomed.

"Is there something you want to say, Private?"

She stood up straight with her arms at her side. "Sir no, sir!"

"Good, then stay quiet until you are asked a question," he boomed back, she sat down as he focused his attention back to the entire class. "Now, in this class you will be taught how to pilot the standard space crafts used for the Galactic Enforcers," after mentioning that, the student's faces started to light up, "not to mention you will also learn what the other students are learning and that is how to ride one of these."

From his utility belt, he removed a small flat square which expanded into a green board. "This hover board."

"Oh this is totally rad," Ben whispered excitedly.

"But before we head to the ships, I will have you study the inner mechanics thoroughly. So by the time this part of the class ends I want to see you all know the ship so well you can repair one blindfolded," Lt. H announced, causing the students to groan.

"Awe, more studying," Ben groaned.

"That shouldn't be a problem for you, Ben; you never studied in the first place," Gwen replied smugly.

Ben glared at his cousin and mocked her, unaware of Ren watching their conversation from the back row. "Now, Privates; there should be a book in your desk, pull it out and turn it to chapter one on page six."

Everyone complied and pulled out the book, which shocked a few for how light it was. "Now, let's get started."

* * *

Ben walked along beside Gwen, sulking. "Who would have ever guessed being a hero was so much work."

"Well maybe this will cause you to straighten up and focus on actual work instead of just goofing off," Gwen shot back, "by the way, why did Ultimos call you to his Office yesterday?"

Ben shot his cousin a nervous smile, rubbing the back of his head. "No reason in particular."

She glared at his nervous expression, examining it. "Alright, what are you hiding?"

He stepped back from his cousin till his back was pinned to the wall. "Ben!"

Ben breathed a sigh of relief as Kevin walked up to them. "I heard you guys get to learn how to fly the space craft, lucky."

"Well if you studied and exercised more, you could join it too," Ben boosted, until his cousin wrapped her arm tightly around his neck.

"Oh like you should talk, if it was one number higher you will be in Kevin's class."

Ben put his hands on her arm, trying to push his head out of her lock. But she let go, causing him to fall right on his butt. "Ouch."

"But now you two are here, why did Ultimos want to talk with the both of you?" Gwen asked, causing both of the male teens from Earth to give her a nervous smile.

Kevin looked down at his Omnitrix. "Oh look at the time; we have to do that... thing," he elbowed Ben in the arm, "right, Ben?"

"Oh yeah, the...thing; bye Gwen," Ben added, but before Gwen could say anything, they already dashed off.

"I will never get men," she groaned.

"Your... species," Ren said emotionlessly, causing Gwen to jump and turn to see the alien right behind her, "is very... strange."

"How long where you standing there?" Gwen asked nervously.

Her roommate's emotionless red eyes never shifted. Without a word, Ren walked by her roommate; leaving Gwen a bit stunned.

Gwen then shook it off and started to follow her roommate back to their room, unaware of the three second year students watching her. "So not only is she friends with Wonder Girl, she is related to that other Earthling," Ruby said.

"And you're sure she heard your conversation with Wonder Girl?" Myu asked.

"Doubt it, but she is curious enough-nii," Nia replied.

Myu giggled. "Well then, you know what they say on our planet; curiosity killed the Vulpimancer."

To Be Continued

Sorry for the wait, read and review.


	9. Things Change

Chapter 9: Things Change

Gwen and Ben eagerly awaited the results of their last Aptitude test on the large flat screen, this being their fourth test. "What are you doing up here, Ben?" Gwen asked, knowing his usually grade was near the sixties for the first part. "Shouldn't you be down there near the lower numbers?"

Ben chuckled at his bookworm cousin. "I don't think so," he replied in a relax tone, stretching his arms in the air. "I think I'm just where I need to be."

She wanted to add another sappy response, but the board started to light up. Like usual, Gwen's grade was the top second, just right below her roommate; but what shocked her was Ben's grade was at the top sixteen. "Oh yeah, that's what I'm talking about!" Ben cheered.

Gwen was dumbfounded. "How did you get from sixty to sixteen? Did you cheat by turning into a Galvan (Grey Matter) like last week?"

Ben shook his head. "O ye of little faith, I studied"

Gwen couldn't believe her ears, instantly placing her hand over his forehead. "It doesn't feel like you have a temperature."

He backed away from her reach. "Ha ha, very funny; well this stuff I will actually use when I leave. So why not study?"

Gwen was still completely shocked by her cousin's actions, she never thought in, her wildest dreams, he would use the words I and Studied in the same sentence without the word didn't between it. But her train of thought was broken when she saw her roommate Ren place her hand to Ben's forehead. "What... does this mean?"

Gwen couldn't help but notice Ben's face turn a slight shade of red from this action. It hasn't been much but she has noticed that Ren is being more open, talking of her own free will and sitting at their table; even though she guessed that her bone-head of a cousin still hasn't noticed.

Ben looked at Ren with her hand still placed on his forehead, her face baring no emotion as usual. He grabbed her wrist, her skin nearly freezing to the touch. "Oh our planet, that's how you check if someone, is sick," he then placed his hand to her forehead, which just like her arm was very cold, yet could feel it warming up slightly, "you see."

Because his hand was in the way, he didn't notice the slight bit of red appearing in her cheeks. "I... see."

"Ah danget!" a yell broke the calm, causing curiosity to overtake them to look at Kevin, seeing his picture near the fifties.

Unlike how Ren was improving with her personality, Kevin was going down in a spiral. Ever since the chat he and her cousin had at Chancellor Ultimos's office, he hasn't been the same, acting as if everyone is somehow against him.

But like she should talk, ever since she confronted Rubi and Nia, she has felt like she was an outcast. When she would walk into a room everyone would stop their conversation, at lunch she would feel as if a hole was being burned in the back of her head by the stares, but as soon as she would turn around they would look a different way.

The final grades came up; again as usual she was second to her roommate where Ben was the top eighteen, this again shocked her since he was usually getting by forty on the skin of his teeth.

"Well, it looks like you can't call me a bone-head anymore," Ben boosted from his high grade.

Gwen glanced at her emotionless roommate then smirked back at her cousin. "No, I can; not to mention I can criticize you for being shorter, over-confident..."

"Well," Ben snapped back, "I can also criticize you for being a suck up, know-it-all brat!"

"Like you should be talking, you're a bigger pain in the neck!" she ranted, glaring at her cousin; sparks flying as their glares collided.

* * *

Ben's grandfather chuckled on the universal phone. "Even in another galaxy you two can't help but bicker."

Ben frowned. "Well if she would stop being an arrogant pain I would lighten up."

His grandfather chuckled again. "That's funny to hear; Gwen called me a little while ago and said the exact same thing."

Ben shook his head, but then a smile shinned on his face. "But grandpa, what do you think of my grade?"

"I must say, I am impressed; it's good to see you're actually hitting the books. Have you gotten to Earth Studies yet?"

"No, we are still on studying Galvan Prime; for such small guys they can do a lot."

"I bet they can, but I better get going to give you time to study. Keep up the good work."

"Thanks grandpa, and bye."

Ben hung up the phone just as his roommate walked through the door. "There you are, Ben; did you hear that a ship caring a large about of Centauri moon diamonds is going to be docking here during lunch for refueling. We should go XLR8 and help lighten their load," Kevin gently elbowed Ben in the arm, "what do you say?"

Ben was a bit shocked. "Whoa hold on; I'm always up for pranks, especially when on Gwen. But that's stealing; we can get into serious trouble if we're caught."

Kevin grabbed his roommate by the collar and slammed him to the wall. "Well as long as you don't blab it to anyone like you did before, we won't get caught!"

"Look!" Ben yelled. "I already told you, I didn't tell the Chancellor about that. So will you get off my back about it?!"

Kevin grinded his teeth as he dropped the thirteen year old boy, stomping off to his room.

* * *

The three, missing Kevin, sat at their lunch table eating their dinner. Tonight, Gwen noticed that Ren was now sitting on Ben's side of the table. Her emotionless eyes switching focus from her food to Ben's left hand which was resting on the table close to hers.

Still, Ben was completely unaware of this as all of his attention was focused on the meal in front of him. Gwen started to feel like her bone-head of a cousin wouldn't be aware of it even if Ren walked up to him and kissed him on the lips.

But then, Gwen noticed Ren's hand twitching, as if unsure to move it closer to Ben or not. She would have never guess the number one ranking in the first year students would be this nervous. But she retracted back her hand after Ben moved his hand to use it to rest his head.

"Is something wrong, Ben? I've never seen you this quiet at a meal before," Gwen asked with true concern in her tone.

Ben groaned. "It's Kevin, something is seriously wrong with him."

"Well I've said that since we met him," Gwen replied in a smug tone.

Ben shot Gwen with a glare. "I mean, he is acting strange. He seems to fly off the handle at the smallest things."

But out of nowhere, Myu wrapped her arms around Ben from behind and hugged him tightly. "That sounds terrible, Benny; it's just so sad when friends break up."

He literally turned into putty in her arms as he felt her chest pressed up against his back, not to mention smelling so sweet.

"Where did you come from?" Gwen asked defensively. Ever since her run-in with her friends, she hasn't trusted Myu at all. Especially on how Ren reacted near the second year student; usually she would just look away or move a short distance from her.

Myu twitched her cat ears. "My species has really sensitive hearing," she hugged Ben tighter, "but as soon as I heard Benny's tear jerking story, I couldn't just stand by and let him suffering through this depression alone."

"Hum a yeah," Ben replied incoherently, still in a complete daze within Myu's clutches.

Ren stood up with her tray and, without a word, walked off. Myu could only smile and rub her cheek up against his. "What are you doing?!" Gwen asked in disgust.

Myu looked a bit shocked. "Didn't your cousin tell you? Rubbing our cheeks together is how my species says hello."

"Well you look way too close for saying hello."

Myu smiled. "Well of course, we are friends after all; right Benny?"

Once again, Ben could only reply in a dazed state, barely understanding what he said.

Myu then released him, nearly falling out of his chair. "Well I hope I helped you cope with the sorrow, Benny. Enjoy the rest of your dinner."

She then skipped off as Gwen grinded her teeth; she didn't know what Myu was up to, but she defiantly knew she was up to something.

* * *

Gwen returned to her room, taking off her boots by the door and heading straight for the bedroom. There she found Ren sitting on her bed reading a book as usual, but something was different as she had her free hand holding her head.

"Is something wrong, Ren?" Gwen asked, sitting on her bed.

Ren's eyes never strayed from her reading. "My... head hurts."

Gwen let out a small laugh. "I can relate; from how Ben was acting with Myu it gave me a headache as well."

Ren looked away from her book. "But... I thought you said... you didn't like your cousin... that way."

Gwen was both shocked and confused; but then waved her hands out in front of her. "No, I mean, it made me sick to see my dweeb of a cousin act like that."

Ren looked back at her book. "I don't... understand."

To Be Continued

What did Ren mean by that, what is Myu up to, and what sadistic plot do I have coming up? Read and review to find out.


	10. Shopping

Chapter 10: Shopping

It was the weekend and the three headed to a nearby planet known as, Planet Yab-E; a planet well known for having anything known throughout the galaxy in stock. If this place didn't have it you couldn't find it anywhere else. "Why didn't I ever hear of this place before?" Ben asked, looking from store to store excitedly as Gwen and Ren watched from the back.

"Well, if you read the papers given to you at the beginning of school, you would realize only the top thirty students are allowed to leave the station to visit Yab-E on the weekends. Haven't you wondered where I went every weekend?"

"Not really, never even realized you left. Thought you just stayed in your room studying all day," he replied, never looking away from window shopping. "This place is so rad!"

Gwen grinded her teeth. "Why you..."

But was cut off when Ren asked. "What does... rad mean?"

Gwen turned to her roommate, whose eyes were still focused on Ben admiring the stores. "Well, it's a word some of the lesser evolved species of my planet use to say great."

"Your species has... so many words... with the same meaning," she replied, "it's... strange."

"Yeah, I know; but that's how my species is," but then, a bright green flash filled up the area, just for the two girls to see Ben as Grey Matter. "Awe man, I wanted speed not shrimp. My watch must be broken."

He was startled as Gwen's foot slammed right next to him, shaking the ground. "You need to study more, Ben. You can't use your Omnitrix correctly outside of the school without clearance first; it prevents anyone from stealing it."

"Now I have to be a small fry, that's just wrong," Ben complained.

"I don't know," a seductive voice called out, turning to see Myu in a casual yellow summer dress and white sandals, "I think Benny looks cute as a Galvan."

She bent down on one knee, picking up Ben in her hands and rubbing her cheek with his. "Not to mention he fits in the palm of my hands."

Ben mumbled incoherently as his cheek rubbed up against hers. Myu looked at Ren's emotionless face and smiled. "What do you think, Ren? Don't you think Benny looks cute as a Galvan?"

The look on her face never shifted; instead of replying she just walked off. "Well, I hope you don't mind that I borrow your cousin, Gwen; it's not safe for a girl to walk alone without a strong escort."

"Well I don't see why you would want Ben to help you there," Gwen snickered.

"He will change back to normal soon and don't worry; I will bring Benny back in one piece. See you later," she replied, walking off in a different direction with Ben in her hands.

* * *

Gwen finally caught up with Ren, seeing her roommate looking at a magazine in the stands. "There you are," she breathed heavily, "you are pretty fast, no wonder you have the highest grade in P.E."

But Ren didn't acknowledge Gwen at all, as she scanned through the pictures, flipping the pages.

Gwen then looked at the Magazine, she couldn't read a bit since it was in an alien language but the pictures were very clear. She realized quickly it was a women's bathing suit catalog, which caused Gwen's face to turn red. _Why would she be looking at this?_

But then Ren turned the page, it was a picture of one of her species. The horns on her head were so long, they curled into a bun shape; that's when Ren moved her hand on her head, feeling the small horns virtually hidden by her short hair. "Why are my... horns so small?" she asked in her normal emotionless tone.

Gwen patted her friend on the back. "I keep telling you, Ren; the Earthlings don't have horns and aren't attracted to them like in your species. All you have to do is be more self confidence and I'm sure my thick headed cousin will notice you."

She still couldn't believe that her roommate, the top girl in the first year class, had a crush on her cousin; not to mention she was helping her.

* * *

Ben, now back to his normal form, was watching on a Holoscreen a show called Wizard GX and stated. "Have you noticed that all shows that are based on a school rarely focus on the school itself?" Ben asked.

"That's because the writers want to focus more on the character's development then their studies and classes," Myu replied, wrapping her arms around him from behind. "Now come on, let's go shopping."

"But, I don't have any money."

Myu giggled. "Yes you do; check your School ID card."

Ben pulled out his School ID card, baring a picture of him making a funny face as the picture was taken. "Now flip it over and look under the barcode."

Ben complied, flipping over a card to see the number 11820. "See, that number shows how much money you have; when you turn in school work or tests, you're given Credits as a reward for how well you do. It seems you have gathered a good amount from the past month."

"Sweet, but how much is this?" Ben asked.

Myu put her index finger to her cheek. "I'm a bit rusty on my Money Exchange rate with your Galaxy, but if I had to guess; in your dollars it would be around 100."

"If I knew you got cash for grades, I would have studied harder," Ben cheered.

"Well then, let's go find someplace to spend all of your newfound wealth, Benny," Myu giggled.

* * *

A prison transport ship flew from the Galactic Enforcers Academy as Kevin was being brought to the Prison Asteroids for crimes against the school; charges leading from thief to assault.

He rubbed his wrist, which was now missing his Omnitrix. He slammed his fist against the wall and grinded his teeth. _This was all his fault; when I get out I'm coming after you, Ben! _he thought with only pure hatred.

He repeatedly slammed his fists into the titanium walls of his cell. "Keep it down in their," one of the security guards replied. "Those walls are at least two feet of titanium, not even a Tetramand can break out of that."

But Kevin kept it up, getting faster and harder with each punch; even though not even a scratch was on the wall from this abuse his knuckles started to bleed.

"Hey, I told you to..." the guard yelled, but was then cut off as something hit the transport vehicle, sending them bouncing around. "What just happened?"

"We are being shot at!"

"But all we have is an Earthling on board, why would they be attacking us?"

An explosion destroyed the side of the hull as a troops dressed in red armor infiltrated the transport ship, filling up the ship with knock out gas as the last thing Kevin saw was the troops dragging him off.

* * *

Kevin woke up; still a bit dizzy he nearly fell over when he tried to stand back up. "Where the heck am I?"

"This place will be your new life, or your quick end," a dark voice replied.

* * *

Myu squealed excitedly as she looked at a pair of red strapped high-heel shoes in the window. "Oh they finally came out on sale," but she looked at her ID card and quickly became depressed, "but I'm low on credits."

Ben then stumbled over; caring three boxes in his hands while each hand held two bags. "Well, you probably shouldn't have bought all of this first."

She smiled at the thirteen year old. "And aren't you the sweetest for taken care of me and caring all of my heavy bags," she then put both of her hands together and pleaded, "but could I borrow some of your credits, please Benny. I promise I will pay you back when I can."

He wasn't too sure about that, he hasn't even got the time to buy anything yet. But before he knew it, she wrapped her arms around him from behind and said with a quivering lip. "Oh please, Benny; I just need a few; by the next assignment I should have more than enough to pay you back. So pppppllllleeeeeaaaasssseeee."

He couldn't say no to her with her arms wrapped around him, heck he was lucky if he could say anything. So he nodded his head and she swiped the card from his pocket. "Thank you so much, Benny."

* * *

At the end of the day, Gwen and Ren finally met back up with Myu and Ben; Gwen couldn't help but laugh at how much Ben was carrying. "Well, at least my cousin wasn't getting into any trouble."

Myu giggled. "He was no trouble at all, and he was so nice and kind to help me carry all of my items," she then looked over at Ren, who was looking at Ben with her emotionless expression. "Well, its getting late and we should head back to school. Let's go Benny."

"Sure," Ben replied.

Myu then teleported back with Ben to the Academy just as Ren put her hand to her head. "My... head hurts."

To Be Continued

If Ren doesn't act fast Ben will be completely lost to the sultry Myu, will I let something like that happen? Read and review.


	11. Incident

Chapter 11: Incident

Gwen was taking notes in Prof. Synaptak class, now studying the Simplax Galaxy, near the Tamaranean home world which is about 100 parsecs away from the school.

But what surprised her most was when she looked over at Ben, he was taking notes as well, where he was usually fast asleep with eyes drawn on his eyelids. _I can't believe it, is he really serious about studying? _She thought to herself.

"Now an interesting planet within the Simplax Galaxy is Bucerus because of the Bucerusians. They seemed to be an emotionless species but the true fact is that their faces and necks don't have as many muscles and are unable to express their emotions in that way; in conclusion there is a way to see their emotions by looking into their eyes but that is only possible if they are trusting to let the other know that emotion," the professor stated.

"A few other key parts of the species is unlike any other species, their brains and hearts are in separate places. Inside their chest is their brain, which because of the extra space it has been able to grow to nearly twice the normal size while their heart is in their cranium. Their skin is always nearly freezing cold but warms up when near other's they care about. But what might be the most distinct feature of this species is that they determine their mate by..." but he was cut off by the sound of the bell. "Well that is it for today class, please read pages 320-349 on the Simplax Galaxy tonight and answer the questions at the end of the chapter."

Ben collected his notes and filed them in his briefcase where before he knew it, Gwen was standing next to him. "Well this is new, you stayed awake through this entire class," she giggled.

But he didn't even return a comment, instead just gathered his things and started to walk up the steps; this baffled the thirteen year old. "Ben?"

He still didn't acknowledge her until Gwen put her hand on his shoulder and turned him around. "Ben, I know you're still ticked that Kevin was expelled; but will avoiding me help in anyway?"

He shrugged off her hand. "And I've heard the rumors," he replied in a dark tone, glaring at his cousin, "I tell you one small problem and next thing I know Kevin is being sent to the Prison asteroids."

She was completely shocked at this accusation. "What are you talking about? I didn't tell anyone about that."

"Every time I heard someone accusing you of being a snitch I would defined your name, but now I can't believe I went out of the way to defend a lie," Ben replied, turning around to walk up the steps.

But he was stopped by Ren, who was standing at the top of the steps. "Can I... walk with you?"

"Sure," Ben replied in a calmer tone, walking down the halls with Ren by his side.

But Gwen was still frozen where she stood. She couldn't believe, even though they never got along very well, that her own cousin would think she was a nark. She then looked around, noticing her classmates turning another direction. Her eyes went wide; she couldn't believe this is what they were thinking about her.

* * *

Ben and Ren walked to the P.E. class side-by-side; both of her hands gripped tightly around the handle as she looked forward. "Are you... angry at your cousin?"

He was a bit shocked from her breaking the silence, but relaxed. "Yeah, I am; I just can't believe my own cousin would go behind my back like that."

They walked a few seconds before Ren added. "Why do you... fight with your family?"

"It's normal on our planet; sometimes we are just over stressed or the other is driving you crazy. Why, don't you fight with your family on your planet?"

She shook her head slowly. "No, my species sees family as... the most important people in one's life."

"Well, that's the same as my planet as well, but we can still get on each other's nerves every now and again; it doesn't mean we don't care about them, we just need our space."

Ben looked over at Ren who was looking up at him, he didn't know why but even with that emotionless expression on her face he could tell she was confused. "Your species... is confusing."

Ben couldn't help but chuckle. "Yeah, you're probably right."

* * *

Kevin was fitted with a new Omnitrix by one of the Androids; it was black with dial being a mix of black and red. "This is a more powerful prototype of my own design and you seem to be the perfect test subject to try it out."

"As long as I get my revenge, you can have anything you want," Kevin replied, looking at his new Omnitrix.

"This Omnitrix is based off the other one but all of the aliens have been enhanced ten fold and you don't have a time limit to each, but do not switch between them too quickly or I can't guarantee your safety."

Kevin gave a sadistic grin. "No problem."

* * *

Another school day ended by the bell, but the students quickly filled up the Auditorium for a special announcement from their Chancellor.

Gwen felt ticked, looking around to see that no one, besides Ren, would even sit in the third chair closest to her. She knew it must have been a Rubi and Nia rumor that flooded the entire school.

But the hectic noises of the chattering students silenced once the Chancellor started to speak. "Well, I know all of you first years have been waiting for this, but now everyone will be fitted with new Aliens on your Omnitrix."

Cheers and expressions of joy up roared from this announcement. "Yes, by the rating of your overall grades will determine how many new aliens you are equipped with. Then you will be given more class time to work with your new additions."

That caused the excitement to turn into groaning. "Now, just swipe your ID cards over your Omnitrix and they will be uploaded."

They did as they were told, swiping their ID card over their Omnitrix, which caused them to glow bright yellow. "Don't worry, that is normal; give it time."

Then after about a minute, the Omnitrix stopped and flashed bright green. Ben quickly rotated through his dial to see he gained four new aliens: One that looked like a giant ball, another one that looked like a living vine, something that resembled a werewolf, a mummy, and the last resembled some kind of groundhog from what he could see from the outlines. "Oh this is totally sweet," he stated to himself.

"Now, please use this time to get familiar with your new Alien DNA and keep studying hard so you can one day protect the universe.

* * *

Looking over a planet not too far away, a Team of Galactic Enforcers was looking over the destroyed Police Transport Ship floating in the space. "What's the status?" their captain asked.

"No survivors," the troop replied over the com-link, "but it doesn't make any sense, all they were transporting was an Earthling; why would anyone attack it?"

"An Earthling, this far out; is you sure?" the Captain asked.

"According to the data I can get, Captain; he was being sent to the prison asteroid from the GE Academy for crimes against the school."

The Captain looked over the file on his screen, but his attention was quickly diverted by the sound of the alarm on his ship. His eyes went wide. "I-It can't be."

* * *

Ben eyes were wide with shock as he stood in front of Myu. "What are you talking about?"

She put on an innocent mask. "I'm sorry if you got the wrong idea, Benny; but that's just how my species is. You were just a plaything till I got bored."

Ben still couldn't believe his ears. "So, I was just here for your amusement."

She nodded. "Basically yes, that's why I got rid of Kevin so he wouldn't hurt my toy and why I had Rubi and Nia spread the rumors about Gwen so she would stop snooping."

"I-It was you all along?"

She frowned. "Ah come on, Benny; don't take it that way. We had fun times didn't we?" she then turned around and started to walk off. "Maybe we can do this again sometime."

But Ben didn't have time to dwell on this, as just as Myu was out of sight an alarm echoed through the hall followed up with an announcement. "Because of a current situation, please return to your rooms as the school will be going under Lockdown until further notice."

Ben snapped out of his slump as the announcement repeated, heading back to his room.

* * *

The teachers and staff met at Chancellor Ultimos's office. "What's going on," Tini asked.

The room became dark as Ultimos showed a picture of a full scale armada heading towards a planet. "One of the scouts came up on a destroyed Police Transport and spotted this on the nearby planet. They are requesting every available Galactic Enforcer to stop this at once."

"But why are they requesting so many?" Lt. H asked

"Because," Ultimos replied, hoping that this day would never come," we have information that the one leading this armada is none other than... Vilgax."

The teachers were frozen where they stood, never wishing to hear that name spoken again. "H-How is this even possible?" Synaptak asked, "I thought he and his last fleet were destroyed when he tried to..."

"Well it looked like that information was misleading; so as for right now we must take action to defend the galaxy and protect the safety of our students!"

They saluted. "Yes sir!"

Many ships flew out of the Academy as after the last one left, the school started to lock up.

Yet before they completely locked down a few small ships flew in.

Kevin then climbed out of the ship, along with a small army of Android soldiers. He could only chuckle as he looked at what used to be his school. "I'm back!"

To Be Continued

More than Ben's heart is about to be broken, read and review.


	12. The calm before

I added the Mummy and will be addressing that form as Underwrap.

Chapter 12: The calm before

Ben rested with his face in his pillow, his dorm room feeling emptier than it did before.

He couldn't believe he was fooled so easily by Myu, this entire time she was just using him like a toy for her own amusement and then tossed him aside when she lost interests. The strange thing though; he wasn't sure if he was more annoyed that he was manipulated by her, or tossed aside. Emotions are just so complicated.

But that was just the tip of the ice-burg for him, not only was he manipulated but he even accused his cousin of being a snitch. He wouldn't be surprised if Gwen never spoke to him again after that.

But he rolled on his back and looked up at the bookshelf next to his bed; he reached up and pulled out Earth History Studies. What better way to drown his sorrows then focusing on something else, and what better than studying his own planet.

He cracked opened that dust covered book, coughing a few times, as he started to read the index on page 2.

But something caught his eye in that index, a chapter titled **The Plumbers **on page 340. He couldn't help but be a bit curious why a group of people that worked in waterworks would be in Earth Studies.

So he turned to that page and quickly read the chapter. Seeing that the Plumbers were actually the code name to an Alien Defense Force on Earth financed by the government; their base located below Mt. Rushmore.

But as he turned the page his eyes opened wide to see a picture of the Plumbers, but in the middle in the back row was a younger version of his grandfather. In doubt at first till he read Max Tennyson right below the picture.

He went onto read that they disbanded after an incident against a tyrant alien of the Chimera Sui Generis (Vilgax's species) trying to steal a few warheads at a military base. There, grandpa and his partner were able to eliminate it.

Ben would have never guessed that alien butt kicking was in his blood, but after reading that everything made since. How he knew his Heatblast was an alien at first glance to letting him and his cousin go to this school.

Quickly, Ben ran to the Video Phone, wanting to contact his grandfather to confirm this information, but a notice was flashing on the screen saying that transitions via the video phone were on hold till after Lockdown was over.

Ben then thought Gwen would love to know of this; finally he could rub something in her face about something she doesn't know. Yet then became depressed again, maybe this wasn't the best time to rub something in her face.

But this was probably the best time to say he was sorry for acting like a complete idiot; there was nothing more he hated doing, especially to his cousin because she would then gloat and tell him she told him so; but he knew it had to be done sooner or later so why not just get it over with.

* * *

Ben was getting annoyed by how many paths were blocked off so he changed into XLR8 and speed through the halls, dark with only the red flashing lights brightening the hall. 

With the halls so dim it seemed like a labyrinth to the student and the red lights were starting to give him a headache. But to add insult to injury he quickly heard his most hated sound of the Omnitrix wearing off.

He was about to turn the corner to stop, but out of the blue Ren walked out from behind. He wanted to get out of the way, but just as he was about to the time ran out and he flew at her which broke his fall.

He used his right hand as he sat up to rub his head. "Ouch, that hurt. Sorry Ren..."

But he was completely shocked to find out were his other hand was as he sat on top of her.

Quickly he jumped off of her and she slowly stood back up. He flexed his left hand, still feeling it tingling and warm as this struck him odd since her skin usually felt ice cold.

She stood up and brushed herself off, the expression on her face still baring no emotion even to all that just happened. "I was just coming... to see you."

He was still staring at his left hand. "You were?" but then became shocked to what he just said, looking up to see her eye to eye, "You were? Why?"

She looked down at his left hand then back at his eyes. "Your cousin is... depressed."

"Oh," he said in a depressed tone, knowing it was probably all his fault, "she is?"

Ren slowly nodded. "Yes, and on my planet... it's best to be around your family... when one's depressed."

Ben couldn't help but let out a half-hearted chuckle. "I doubt I would be someone she would want to be around right now."

Ben looked at Ren, and even with the emotionless look clearly expressed on her face he didn't know why he could clearly tell she was confused and deeply concerned. "I don't... understand. Then why are... you out here?"

He flinched to that question, just heading out to talk to Gwen himself. "Let's just say I'm going to make a fool of myself."

It was suddenly quiet after that with Ren slowly blinking, but the strangest thing is that Ben could swear he just heard her let out a short giggle. "Earthlings are very... baffling," she replied in her emotionless tone. "So are you... lost?"

He laughed and rubbed the back of his head. "Yeah, you could say that."

She then turned around and started to walk down the hall, where he quickly followed behind her.

* * *

Gwen sobbed in her pillow; she hated crying especially how she acts so tough all the time, this only proved to herself that she isn't as strong as she thinks she is. 

Everyone in the school, even her own cousin, thought that she was the school snitch. Even though she knew that they would always fight, but she couldn't believe that he would accuse her like that.

She squeezed the pillow tighter in her arms, pulling up her bare feet closer. That was until she heard the door open, doing a quick clean up job as she hears her roommate walking towards the bedroom.

Then as Ren walked in, she saw that Ben was right behind him. "What's he doing here?" she asked angrily, quickly wiping away the tears around her eyes as she looked away from him. "Y-You know this is the girl's dorm," she added in a quivering tone.

Even for being a bonehead he could see right through Gwen's front, this time what he said really hurt her. "W-Well," he said to her, looking down at the ground and rubbing the back of his head, "I-I just wanted to... say something."

"Go away," she replied, not even turning to face him.

"You don't know," Ren cut in, "how lucky you are... to have a family."

The cousins looked over at Gwen's roommate, who was sitting on her bed with her shoes by the side and a book in her hands. "What do you mean?" Ben asked.

Gwen was shocked. "Do you mean you are an orphan?"

Ren looked over at the cousins with her emotionless eyes, yet Ben and Gwen could feel she was sad. "If that means... I have no family... you are right." She then moved her free hand on her head, to feel her small horns. "It is usual... for ones with short horns."

Ben looked closely. "Oh! Now I see..." but was elbowed in the stomach by Gwen, nearly causing him to collapse on the ground.

"Without large horns... I can't attract a... suitable partner," Ren added, "so we are... cast out."

Ben wanted to say something, but all of a sudden they could feel the room start shaking; small at first but it quickly grew completely out of control to the point books were falling out of the shelves.

After it finally stopped, Ben as Upgrade was seen using his body as a shield to protect the two girls from the falling debris. "Whoa, was that an earthquake?" he asked without thinking, as usual.

"We're in a space station, dweeb!" Gwen couldn't help but snap back.

"Then do you have a better idea?" Ben asked.

"It's good to see... you two talking... again," Ren stated, causing the cousins to look away from each other.

Just then, the Lockdown turned off as the room blacked out. "I'm also guessing that's not a good thing."

"Something must have happened... to the main power generator," Ren commented, "The backup... should start soon."

And just like she said, the power came back on, but the Lockdown remained off. "Well I say we go see what happened to the Generator," Ben stated as he used Upgrade's form to liquefy out of the room.

But Gwen just put an annoyed look on her face, looked down at her watched and tapped her barefoot on the ground.

After about five seconds, Ben waked back in as himself while rubbing the back of his head. "Which way is the Main Generator?"

To Be Continued

I know it took awhile but I will try to update again soon; read and review.


	13. The Storm

I know, sorry for the extremely long wait, but I'm almost finished with this fanfic and I hope you all enjoy. I also have another Ben 10 ff in mind, still not sure if to make it a sequel or a completely new story.

Chapter 13: The Storm

The three slowly walked down the vacant hallways with Ren in the lead, telling the cousins she knew the way which left the two together; both looking away from each other.

Every time they would look over at the other, they would quickly look away once again. This kept going on until Ben was fed up with this; he knew he was an annoying pain at some times, not to mention even bragging about it from time to time, but he was a man in his own eyes and a man to him doesn't just hold back what needs to be said.

So with that he turned to face his cousin even though she wasn't willing to look at him. "I'm sorry, Gwen," he blurted out, his cousin still didn't acknowledge him; "I'm sorry... that I called you a snitch... and didn't trust you."

They still continued to walk down the halls which felt like hours where it was about one or two minutes, following Ren around a corner. "You were a real jerk, you know that?" she replied in a quivering tone, still a bit of a wreck from earlier that day.

"Duh, I know I was," her cousin answered bluntly, not even trying his usual tough guy act this time which shocked the know-it-all girl, "that's why I'm trying to apologize. So after we get back to your room," he grinded his teeth, looking away because he just couldn't face her when he stated, "I'll do what ever you want to make up for it."

Her eyes looked at him but quickly looked away. "A-Anything?"

He groaned, knowing when he said that he was going to regret it. He mumbled.

"What was that?" she asked coyly, but felt Ren tapping her shoulder yet ignored it for the time being.

He mumbled louder, still incoherent to the orange-haired teen. "I'm sorry," she teased, "I still can't hear you."

"Yes," he groaned, "anything."

Ren's tapping grew faster but Gwen brushed it off for the time being. Well with an offer like that, I'm going to have to think about it," her smug attitude seemed to make a full recovery, which transferred her depression to her cousin.

"Gwen?" Ren's emotionless voice broke their conversation along with the tapping on Gwen's shoulder.

"Yeah Re..." Quickly she silenced, instantly finding out what Ren was trying to tell them. Seeing a flying red robot which looked like a small UFO, bearing many arms with what looked to be laser guns; targeting the three teens.

"Please tell me these things are the security system," Ben asked, but both girls shook their heads, "that's what I was afraid of."

The weapons on that floating deathtrap started to charge, Ben was ticked off that his watch still didn't full recharge as a green flash filled the hallway. Just as quick as that flash went, Ren as a Tetramand tore that robot a new one. For once, Ben was in awe. "Ren, that was sweet!"

The alien was baffled. "How do you know... how the robot... tastes?"

Gwen giggled a bit. "No Ren, he means what you did was great."

Here eyes still seemed emotionless even in that alien body, but she couldn't help but look away. "T-Thanks."

_I can't believe it; I think she's actually blushing. _Gwen thought, the sneaky grin of hers clearly shown on her face, but she had to focus on another thing at the moment; like what was that robot doing in their school.

"We better hurry," Gwen stated, "this power failure was no accident."

* * *

It wasn't long before they discovered the other intruders' loitering the halls; right now they were still quiet, probably trying to wait out the curiosity of the other students who also came to check out the disturbance. 

The three took refuge in the schools computer lab, which by using the computers Ben changed into Upgrade to meld with the server, hacking into the schools security cameras to better survey the enemies that invaded their school. But they weren't the only ones to think of this as at least fifty other students were there with them, unfortunately three of them being Myu and her friends.

Ren was also typing on the computer; Ben a bit shocked from a girl that would talk slowly could be so quick at typing. He didn't know why, but it seemed like lately everything Gwen's roommate would do would somehow impress him.

"You can come... out now Ben. I have... gotten through," she informed him.

Just in time too, because just as he liquefied his way out, the Omnitrix timed out. "So do you have control over the security cameras?" Ben asked.

Ren slowly nodded her head. "Yes... I do; bringing... the pictures on... the screens."

Then with a simple click of the Enter key on that laser keyboard, every Float Screen in the room had a video of four different cameras. "Sweet, we now have a slight advantage," Gwen added, turning towards the other students in the room. "Alright, now we are going to need help from each and every one of you!"

A few students listened to her without question, heading over to the computer stations Gwen was pointing as another one spoke out. ""Why should we listen to a first year? Not to mention, an Earthling?"

Gwen glared at her alien schoolmate; he flinched a bit to this. "Alright, do you have any plans?"

All the guy could do was stutter at her presences, looking down at him with her hands placed strongly on her hips. Unable to reply, Gwen ordered. "Now sit at a computer till I say otherwise, got that?"

At that moment, she was scarier then an Ectonurite after the protective skin was removed. Swallowing hard, he did what she said along with the rest who were on his side; Ben definitely knew she was back to normal.

He walked up to her. "So Gwen, do you have a plan?"

His cousin shook her head. "Not at the moment, we first need to gather some data on the enemy first before I can figure out a plan of attack."

But Ben couldn't help but ask, showing off his Omnitrix. "I don't get why we don't just all go Fourarms and make them ever regret trying to take our school."

Gwen rubbed her eyes; she really didn't have the time, or the patients, to reply to that statement. Luckily, she didn't have to. "It's pretty obvious why," they turned to see the lustrous Myu approach them, with her two friends, "right now we have no idea who they are, what they are, how many there are or where they are; charging head first with only a limited amount of time would be a suicide mission."

The cousins, even with her statement, still didn't trust her. "So," Ben obviously couldn't hold back his annoyance at her presences, "what is your plan?"

Myu rolled her eyes. "Hey we might play around with others emotions, but we are still Second-Year students and have more experience and training in things like this." She looked back at Gwen. "So far what you are doing is good to get a slight advantage, but we also need to find out how many of the students have crossed paths with the intruders and what their main objective is; with that we should be able to get a level playing ground."

The two might have completely and utterly despised this alien, but right now they needed to put personal emotions aside if they are to come out of this alive. "We should also try to get some of the security back online," Gwen added, "that could at least give us some time."

Myu nodded to this idea, turning to her short friend. "Nia, get some of the students to focus on getting the security system back online," the young girl saluted with that large paw hand of hers before running off on all fours, "Ruby, focus on trying to get the others to send a message out to the other students that won't be intercepted by the enemy."

The taller friend merely nodded before heading off. "Gwen," she looked at the orange-haired teen, "I like how you were able to get the others to do what you said; I want you to make sure they are actually doing what they are supposed to and not playing games."

Gwen still didn't like this person in front of her, but this was no time to argue. "Sure, no problem," and headed off.

This probably being Myu's plan all along; leaving her alone with the teen from Earth. "So Benny," she asked, sadistically cheerful, "I hope you're not too down with my little fun," she winked.

This really started to aggravate him, still unsure if he felt mad at her for using him like a toy, or that she got rid of him; turning his back to her. "Just leave me alone."

But she bend down, gently blowing into his hear which made him jump a few feet forward; turning back quickly to see that cheerful smile still on her face. "Come on, stop acting so stiff."

He exhaled. "So, what do you want?"

She rubbed her chin smugly, looking up at the ceiling with those longing eyes of hers before looking back at the human, smiling. "I just thought I would have you help me with the frontal assault on the intruders," turning her back to him, "unless you're not interested."

"Wait, hold on," she knew that would change his tune, "so you mean I will finally get to kick bad-guy butt?"

Nodding with delight at the teen's question. "Well you do have the second highest grade in PE for 1st years, so after we get the location of where the intruders are we, along with a few other students, will go and teach them a lesson this school could never teach."

Completely excited to hear this, yet quickly pulled himself together, remembering this was still Myu in front of him. She rolled her eyes. "Oh come on, can't you focus on something else. Would it help if I told you were the first alien I pulled that little amusement on?"

Ben was a bit shock, but Myu continued. "Yeah, there was a species last year that was just invited into this academy, about second place to being an underdeveloped species, yours being the first. Only one came since their species are very strong about being close to their families, she came because she was an orphan. So me and my friends got close and spread her secrets through school; kind of felt bad that she had to be held back a year for not showing up for the rest of the year's classes and finals but nothing a day at Yab-E couldn't fix."

Ben was completely shocked, especially how Myu could sound so uncaring even after doing such a horrible thing. "Who did you do that to?"

Blinking twice, she put the back of her hand to her chin. "Oh, I thought you would have already guessed, the Bucerusian of course," she pointed behind her, at the blue haired teen typing rapidly on the laser keyboard.

He wondered why that species sounded so familiar, pondering for a few seconds. Then it hit him, it was the last species Prof. Synaptak was going over earlier that day. Now he realized it, how he somehow could tell what her emotions where she bared none at all.

Now he also realized why she would always twitch at the mention of Myu's name or walk away just when she entered the picture, how could he be so dense? "Why do you do these things, Myu?"

Moving the back of her hand down, leaving only her index finger on her chin. "It's just how my species is, nothing personal Benny." Then, leaning close, she whispered. "So, are you ready to kick, 'bad guy butt?'"

To Be Continued

Yes, I finally completed this chapter, don't worry the next one will be up much sooner then this one. Read and Review.


	14. Execute the plan

Was going to post this later, but in celebration of a new episode here you go.

Chapter 14: Execute the plan

Ben, Myu, and about twenty other students joined on the offensive; they were able to make contact with more of the students at the Computer Lab so they could spare this many.

But with Myu's planning, and the use of the security cameras, they were able to pinpoint the enemy's locations while using microphones to keep inconstant contact with their base and each other. Ben realized that Myu wasn't just as attractive as a runway model with the viciousness of a viper; but she was also a very cleaver strategist, she didn't get that top rank for the second year students with just looks.

They stopped at a four-way intersection, splitting up the group as the first part of the plan; sending one segment to the left and to the right as she led a group down the center. "Alright," she stated into the microphone, "Group B, half turn into Ectonurite (Ghostfreak) while the other have holds back; Group C, half of you turn into Galvanic Mechomorph (Upgrade) while the others hold back. We will head straight for the cluster and turn into a combo of Kinecelerans (XLR8), Tetramands (Fourarms), and Petrosapiens (Diamondhead); everyone clear?"

"Got it," Group B replied.

"We're on it," Group C added.

She then looked towards the Earthling, smiling. "So, are you ready to kick the bad guy butt?"

"Oh yeah," Ben cheered, but still keeping his defense up around this particular alien.

"Well once we get rid a few of the stragglers we will hit the main group hard and fast, hope your ready when the time comes," she giggled.

* * *

Gwen looked over the progress at their stronghold, making sure that they weren't taken off guard with their classmates out there on the battlefield they used to call their school. 

But she was more worried of leaving her cousin under the look out of Myu; he might be an annoying pain but they were still family, with the pleasure of annoying him reserved just for her. Besides, she wouldn't trust that cat girl as far as she could throw her.

Yet she knew Ren was probably even more worried about her cousin, especially as she watched in the corner of her eye Ren would pull up the camera that was watching over Group A where she was supposed to be looking over the outside of the hanger, the only place they couldn't get the cameras operational.

"Group B, we are commencing with our attack," the students voice echoed in the room.

Gwen replied into her headset. "Confirmed, commence with your attack."

"This is Group C, Saucers in sight."

"Go ahead with the plan," Gwen stated.

The strategy went fourth, the first part of Group B, watched the enemies through the walls with that unusual eye of theirs. Then they attacked, reaching their hands through the walls and slamming them against it, destroying the helmets which revealed something to the students. "Base, the troops are robots."

"Good to know," Gwen's voice replied, "that means there is no reason to hold back. But if possible try to keep one; we need to get information out of it."

"No promises," the student jokingly replied.

Then with Group C, they attacked themselves to the Saucers, using their upgraded abilities to fly through the hallways and destroy the rest of the Troops. "This is Group C, we have cleared this hallway."

"Good work, Group C," Gwen responded, "do another sweep then stay stationary until further orders."

"Base, this feels way too easy," another member of Group C stated.

The orange haired girl also realized this, she originally thought that the enemy just underestimated the student's ability to counter but this was just way too easy. There was something that just didn't feel right. "Well at the moment just be on guard."

"Over and out," Group C agreed.

After that, Ben's cousin walked over to Ren, who at this time was watching over the entrances to the hanger. "So, how is Group A doing?"

Somewhat shocking the earthling, Ren replied. "They are... about ten meters away... from the hanger."

Gwen realized this awhile ago with Ren, if she asked a question she would get a reply quickly and honestly; wondering if this was a trait of her species or just Ren's own moral code. It was probably how Myu and her friends took advantage of her. "Wish for my dufus of a cousin to make a safe return."

"From the... enemy or from... Myu?" she asked in an emotionless tone, which made it hard to tell for the orange haired girl if the alien before her was making a joke, or dead serious.

* * *

The hallways where cleared of the stragglers before the first team's Omnitrixs timed out, this was defiantly too easy. So they all assembled right outside the hanger, still not getting any reading from the security cameras within it. 

The first wave timed out, so the second wave combined with Group A for the assault on the Hanger, letting the first wave back to rest and as back up, just in case. "Are you all ready," Myu asked, getting a nod from her team, "alright, change into one of the three, or what ever one you're more comfortable with for kicking the jhorbloks of the aliens who think they can take over our school!"

They cheered then got their watches ready; as soon as those large double steel doors were busted down they were going to give the intruders a jhorblok kicking the enemy won't soon forget. With two students already in a Tetramand form, they dug their twenty fingers into the cracks and with one good tug ripped those doors off without any hesitation.

Myu held them back from just charging in, even though she was as egger as the rest of the student body to beat the living tar out of the enemy they had no footage of what was going on in this place.

The lights where off with their footsteps echoing, the eerie feeling in their stomachs, like they just walked into a trap, grew stronger with each second; that was until, their attention was directed to the shadows in front of them, with the sound of a faint slow clapping.

Using the green glow from their Omnitrixs, the students were able to see a shadowy figure just up ahead of them. "Hey you!" Ben was the first to yell, "Show yourself so I can throw you out of here!"

That clapping, was added with a chuckle. "So Ben," that familiar sadistic tone reached the ears of the young earthling, slowly stepping forward into the light, "does that mean we're not friends anymore?"

Ben took a step back once the other earthling came into view, revealing that sadistic grin of his. "Ah come on, Ben," he cracked his knuckles, first one hand then the other, "not even a friendly hello or how have you been since I was sentence to Incarcecon?"

"It was you?" Ben asked in complete disbelief. He was roommates with him for over a month, he never took his studying seriously so there was no way he could have orcastrated an attack like this. "You were the one who attacked our school?"

Not even the slightest hit of remorse was shown on the delinquents face, only glee. "Well, not really, I'm just a pawn by squid face. But I could care less," he revealed his new black and red Omnitrix that was attached to his right arm, "as long as I can get my revenge on you!"

"Oh yeah, you and what army?" Ben called out.

Kevin rose is left hand. "Oh, I was hoping you would ask."

Snapping his fingers, the lights came on, revealing the small army of red thirty foot robots not only behind Kevin, but surrounding the group of students. "Now this is going to be fun."

* * *

"Group A," Gwen yelled into the communicator, loosing contact with them as soon as they went into the hanger, "what is your status, Group A respond!" 

Only the static replied to her cries, ripping out the ear piece and slammed it down on the ground in frustration. "Perfect, just prefect, how am I going to explain this to aunt and uncle if the dweeb was killed?"

But another noise was echoing throughout their base, just to be added where the enemy broke through the air vents above them, surrounding them with rifles aimed and ready. "So, they were using the ones in the halls as decoys while they went throughout the school in the air vents, I knew it was too easy."

The students had no choice but to raise their arms and hope that the group out there was doing better then them at the moment.

* * *

The teens looked around at their predicament, some wishing they were back at the base instead. But if there was any chose to get out of this predicament, it would be that device on their arm or other various appendages of theirs. So they slammed it down on what ever they could use to crush these tin cans. 

With the large green flash filling the hanger, there stood an army of different aliens where Myu, as a Pyronite, let them do as they pleased as she used her own fire to launch herself off the ground at the machines.

But Fourarms had a different target in mind, launching himself into the air to come down right down on his old friend. However, he was caught off guard with a short red flash and stopped in his tracks as another Tetramand reached out, suspending Ben by the arm strength alone. "What the...?" Fourarms was baffled, "I though Ultimos took away your Omnitrix."

Kevin's Tetramand form was much bigger then Ben's, at least twice the normal size, with its smaller lower arms the same size as Ben's upper arms. For Ben, this was going to hurt a lot. "They did, but I got a sweeter one from Squid Face, and with it you don't stand a chance."

With one simple motion, Kevin hurled the teen across the hanger, through a few transport ships in the process; but Ben noticed a red blur rush right past him, looking to see where he was going to see a red and black XLR8 quickly change back into a Fourarms; where it lifted its right arm and Ben smashed right into it, stopping in his tracks.

"How..." Ben struggled to cough out, "did you do that?"

Picking up the teen by his collar, Kevin smirked. "You just got to love the upgrades."

To Be Continued

Will the offensive be able to take down the aliens, what's going to happen to the students at the base, and will Ben be able to defeat Kevin with a more powerful Omnitrix. Read and review to find out.


	15. Defending HQ

Chapter 15: Defending HQ

Gwen and the rest of the students sat there with their hands on there heads, the enemy easily got them by surprise; who ever planned this attack was really skilled to exhaust every possibility.

These soldiers were watching every move, their fingers itching for any excuse to pull the trigger on one of the students; her green eyes observing the area, seeing if there was any way to turn the tides on this situation. So far, she saw nothing.

Hoping at least her cousin was able to do something about all of this, but knowing him he probably got his group into trouble. Even though they constantly annoyed each other, she would never actually wish for anything bad to happen to the dufus.

But as she looked around, there was something she noticed out of place. Where was Ren?

* * *

Some of the enemies still littered the vents of the school, crawling around like cockroaches. That was until, metal spikes shot through them from every side. 

Their circuits sparked while the green circled eye looked at them without any emotion what so ever on it. The Galvanic Mechomorph melded back into the duct, moving throughout the metal maze.

It stopped as it came up onto the main generator, it already destroyed beyond repair with its Omnitrix timing out, revealing Ren looking over the wreckage. Luckily because it was destroyed none of the enemy was around, all she had to do was wait till she could use another alien on her Omnitrix, one already in mind.

* * *

However, with Group A pretty evenly matched against this small army, Ben was taking a pounding from his old friend; changing quickly from one alien to the other. 

Nearly unconscious, Kevin as a Petrosapiens (Diamondhead) picked him up by the back of his collar. "Come on Ben, you were the second best in PE for the first years, you should be able to give me a decent match."

Throwing the Tetramand (Fourarms) into a wall and using his crystal to pin him there; he was really going to enjoy this. "Now, what better to finish you off then to burn you alive?"

The time-out signal snapped Ben awake, reverting back to his human form but a diamond stake still pinning him to the wall. Struggling to get himself free from that three foot drop Kevin changed himself into a Pyronite (Heatblast) and eagerly formed a fireball in between his hands, going to enjoy every second of this.

But just as he was going to roast the earthling, his entire body started to tremble. "W-What's going on? What are you doing to me?"

"Oh yeah," Ben stated sarcastically, finally getting himself free from the spike, landing on both on his feet "I'm the one doing something!"

His skin started to ripple all over, the pain excruciating from the top of his head to the tip of his toes. With that, his Omnitrix sunk into his body and completely encased in a blinding red light.

With the robotic army now as a pile of scrap metal, the students in their normal forms watched this. It disappeared to reveal the earthling, completely horrified to what emerged from it.

He had the lower legs and the body structure of a Tetramand; the lower arms that of a Vulpimancer (Wildmutt) with its right upper arm of a Petrosapien and the left of a Pyronite. Its chest area showed to have the lines of an Ectonurite (Ghostfreak) with the back and shoulders of a Galvanic Mechomorph (Upgrade) and the wings of a Lepidopterran (Stinkfly). And his face: the left eyes of a Tetramand with the right of a Galvan (Grey Matter) and a Piscciss Volann (Ripjaw) luminescent dangler in the middle of his forehead. The only things left that told of his original species was his messy black hair and tattered brown shorts.

Kevin mortified as he looked at his new attire, trying to change back but to of no luck. "I'm going to get you for this Ben! You're going to pay!"

Ben groaned, when wasn't it his fault when it can to Kevin, but the behemoth ran directly at the earthling, each footstep feeling like an earthquake as he charged at the young teen.

* * *

Ren looked at her Omnitrix, finally glowing green again. Activating it, she turned the dial till it came onto the alien she needed. But before she pressed the switched down she started to doubt herself, thinking what if this plan didn't work. 

Her snow white hand twitched over the switch while her face still bared no emotion, someone looking at her would never guess she was so distraught. She felt her body getting colder; that was until, she remembered the actions of one particular earthling.

Her memory of Ben's energetic personality and actions made her body start to feel warm again; he wouldn't give up even if the chance of success was slim to none. So with him in her thoughts she slammed her palm onto the switch and was consumed in a bright green light.

When it disappeared here body was that of a half a foot tall, its body black with a white lightning bolt down from her shoulders to her waist, the Omnitrix right in the center. From there, her eyes glowed green electricity which shot out of her body into the cords.

* * *

Within the computer room, all seemed lost; but just as Gwen was about to give up hope, the main security system came back online, revealing the laser guns extruding from the walls. 

The lasers looked over the area, easily telling the students from the intruders and opened fired, the troops tried to fight them off but they stood no chance from all of that firepower.

Taking this action to their advantage, some of the students activated their Omnitrix, wanting to teach these creeps a lesson their own way.

But when Gwen watched this, she didn't realize the enemy that was coming up on her in her blind spot; only to realize this when the soldier was charging his rifle at her.

There was no time to activate her Omnitrix, her body's own reflexes she put her hands out in front even though she knew that wouldn't do anything. In that instant, her life flashed before her mind; but something came across her thoughts, a strange word that slipped out of her lips.

She didn't know what happened next; the only thing she could used to explain it was a powerful surge of energy that came out of her body and blasted the soldier clear across the room, slamming into a few of the computer stations on its way down.

A bit startled from what just came out of her; was it part of the defense system to the Omnitrix. No, it wasn't something like that; from what she read upon in the Omnitrix Manuel this had nothing to do with the devise on her arm. Yet if it wasn't this thing, what the heck did she just do.

* * *

Ben ran with all of his might down those steel hallways, Myu running close by his side; stating on her first real mission she wasn't going to lose on of her teammates that easily. She was a very bizarre person, one minute a girl that would just use a guy to all his worth then cast him aside and then change into a strong reliable captain. 

But no time to focus on that now with a mutated behemoth closing on their tails; but Ben had to ask. "Myu, where are we running to anyway?"

"It's something you learn about in second year, it's called a Null Void Chamber. It's a dimension where we imprison some of the worst criminals in the galaxy; it is not too far off."

"Wait, you're saying we send Kevin to another dimension?" Ben was shocked to hear what this alien was suggesting.

"Do you have any other ideas?" Myu was serious, "by the time our watches recharge we will be turned into dust by that monster."

Even though he didn't want to say it, she was absolutely right. At this moment there wasn't any reasoning with Kevin, there was no other choice. "Alright, so what do I do?"

She gave him one of her flirtatious winks, not breaking from her attitude even when they were in this life threatening situation. "Don't worry about that Benny, just stick with me and we will be alright."

* * *

Luckily the power to the school was back out, having the door automatically open as they rushed in; making Ben something Gwen would never believe, completely speechless. "Welcome to the Null Void room!" she presented to the earthling the very large metallic cylinder shaped device. 

She rushed up to the control panel stationed right at the entrance to the machine, typing in a command. "Alright Benny, Kevin is about to come bursting in here," she hit the enter key, a timer that revealed one minute started to quickly wind down, so when I give you the order hold onto something nailed down."

He snapped out of his stance. "Wait a second, does that mean I'm the bait?"

Only she could nod cheerfully to that question. "Well he is after you, just follow my orders and you will be alright."

Sadly, before Ben could counter that argument, Kevin burst his way through the door. At the moment he was too distracted by his anger to even realize the machine behind them. "Did you really think you could hide from me, Ben? You have to accept you punishment."

Ben slapped his forehead out of announce. "For the last time Kevin, I didn't do anything!" he yelled out in annoyance. "It was your fault that you lost your temper, it was your fault that you broke so many school rules, and it was your fault that you ended up like that. The only different now is that the outside matches the inside!"

"Like you should talk, snitching like you did; I thought friends always had each other's backs," he changed his Petrosapien arm into a large blade, "well it looks like I will have to teach you the hard way."

"Again, I never snitched; why would I snitch if I was going to get in trouble too?"

"Well only you and I knew about that, who else could have known about that?"

Ben looked over at Myu, who was nervously smiling from this discussion. "Well no matter, I will just have to have my fun with the both of you then!"

Just as he was about to charge at the earthling, Myu yelled. "Ben... now!!!"

They both rushed over on opposite sides, grabbing on tightly with all their might to what ever was bolted down when the massive steel doors opened up, causing a vortex to suck in anything in its path.

Kevin's massive weight alone caused him to only slide across that steel floor, but the wind kept getting stronger till it was about to suck him in, digging his fingers into the ground to station him.

Even for being blinded by his anger, he knew that there was no way he was getting out of this; but if he was going in, he wasn't going in alone, aiming his Petrosapien arm at the Tennyson child.

Yet just as he was about to fired, the gust became stronger, having his fire sway towards the second year student.

The sudden shock caused her to let go, letting out a terrified scream as she flew through the air, barely hanging onto a steel bar just a few feet away from the portal and the bar looked to give out any second; feeling it bend through her fingers caused her to scream for help.

This while Ben looked at his Omnitrix, hopping it would turn green.

To Be Continued

Will Myu be sucked into the Null Void along with Kevin, will Ben just let Myu fall into the chamber, and will the students succeed in taking back their school? All this will be answered in the final chapter to this fanfic; read and review.


	16. A Farewell to Galactic Enforcers Academy

Chapter 16: A Farewell to Galactic Enforcers Academy

Maybe this alien tech was finally starting to like him as it turned bright green; just activating it as he heard Kevin yell. "Don't even think about it Ben!"

The earthling turned to see the behemoth behind him, aiming his diamond and fire arm at the boy; spikes already starting to protrude from it with that sadistic fang grin of his. "Try anything and you will regret it; I know I'm not getting out of what ever the heck this thing is, but I wouldn't mind having this cute little piece join me."

Ben could see as Myu's sharp fingernails would break trying to hold on to her only chance. "But go ahead and try, I would love the bonus of eliminating you before leaving. Don't forget I know all of your aliens and in this form I have all their powers, so there is no way you can be a hero."

The young teen then realized something, Kevin left before the knowledge of getting new aliens updated to the student's Omnitrix, looking down at his watch, hoping this new alien would be enough to do what was needed. "Well Kevin, I got some news for you."

He then slammed the devise on the side of the wall, changing into a large white alien with a yellow armor-like shell on his back and elbows; starting to doubt his choice. "I doubt you know about this new alien."

His massive weight made his body slowly move to the vacuum, but it was still pulling him in. Kevin laughed. "What is that thing supposed to do?"

Still being pulled towards it, he fell forward, tripping a few times before his body converted into a large ball and spun rapidly where he gained speed, starting to ricochet against the walls of the room; the vacuum no longer seeming to have an effect on him.

This was starting to aggravate the misshapen, chaotic amalgam of creatures from the Omnitrix, firing at Ben but missing every shot. "Stand still you annoying cannonball!"

"Call me, Cannonbolt!" Ben announced, bouncing off the wall where he slammed right into Kevin, causing him to release where he screamed all the way into the Null Void.

Myu couldn't hold on any longer, her fingers letting go of the bar as she flew into the Null Void.

But just at the last second, Ben bounced off the wall and opened up slightly, grabbing her just in time before slamming into the emergency shut off switch.

Once the giant steal doors closed, Ben stopped his bouncing, opening up to place Myu back on her feet. She was a bit shook up from all that just happened, only a few inches from being part of the Null Void herself.

"I don't understand," Myu's voice was still a bit shaky from the event, her legs barely supporting her weight, "I can tell you still despise me for what I did to you early, so why did you save me?"

Ben scratched the side of his head, a bit baffled by her question. "Well I don't know what it's like on your planet," he then gave her a large grin, "but on my planet a hero does what ever he can to save the ones in need."

From that simple earthling answer she felt her body stop shaking and a small warmth rise to her face, maybe there was more to this human then she originally thought.

* * *

All-in-all, with the defeat of Kevin it looked to be the first real victory for these students; the small army now in junk piles all around the school and the apprentices celebrating in their base slash computer lab.

The cheers could be heard even before Ben and Myu walked into their base, her legs still haven't given back their support so Ben used himself to hold her up. For some reason her scent and touch, which were very pleasant, no longer made him act like that stuff the dentist gave him before they worked on his cavities.

Once the door opened up, the two were greeted with cheers and praise; toasting with what ever they brought from their rooms to celebrate their victory. Once they entered the room, Myu's friends quickly came to her side to relieve Ben of his assistance.

Not a second afterwards they were both crowded by their team, asking questions from what happen to the human to what happened to Myu's fingernails. But as soon as Ben stated how they were able to get rid of the behemoth, Myu instantly gained back her footed and latched onto the earthling with loving arms. "Oh you should have seen how heroic he was, not only getting rid of the enemy but saved me at the last second; Benny is my knight in shinning armor."

Even with that hug of hers that would usually make him melt in her arms, along with her cheek rubbing against his, he just didn't get the same feeling as he used to. His mind was on something else as his eyes scanned the room.

"Ben!" his cousin's banshee of a voice shocked him out of it, seeing her rush up to him. "Ben, I haven't been able to find Ren anywhere, have you seen her?"

The young teen was shocked hearing this, instantly getting out of Myu's grasp from this news. "What do you mean, did she say anything?"

A bit shocked herself on how Ben was so emotional about this, Gwen stuttered. "N-No she didn't, she just disappeared before the security system came back on," she then looked around, noticing the security system didn't retract the lasers, it just shut off; after she realized that, an idea hit her, "she might have headed to the Main Generator..."

That was all Ben needed to hear as a green flash of light filled the room, revealing his XLR8. "What's the fastest way there?"

After scanning the area for enemies for the past few hours she knew this place like the back of her hand; giving him the directions he quickly sped off, the powerful breeze only slightly disturbed the teens' celebration.

"I wonder," Myu's unusually caring tone got Gwen's attention; "if I waited to tell him I was just playing with him, would I still have a chance?"

Even though Myu was very helpful to the saving of their school, this orange hair girl wouldn't trust this girl as far as she could throw her, especially now the threat was over. "What are you up to now, Myu?" Not even trying to hide her ill content.

Myu looked over at the earthling, her face expressed none of her usually trickery; she actually looked like she might just break into tears any second, some liquid visible below her eyes before she used her right arm to wipe it away. "Nothing, just thinking out loud; I knew I no longer had a chance for how concern he was for Wonder Girl a moment ago, even if he might not know it himself."

Before Gwen could say anything to that, Ben rushed back with Ren collapsed in his thin arms; she didn't seem to be breathing. With that the celebration quickly stopped.

They crowded around as Ben gently placed her body on the steel floor, strangely his Omnitrix timed out very quickly. "I found her like this by the wreckage of the Main Generator."

The cat-eared alien was quick to notice Ren's red Omnitrix, rubbing her forehead from annoyance. "I can't believe she acted so recklessly, especially for someone of her species."

"What are you talking about Myu?" Ben asked, looking back down at the frail looking Bucerusian; gently holding her snow-like hand in his, but her body felt very warm.

"The Omnitrix might give us some amazing abilities but it doesn't make us immortal," she explained, "she probably selected some kind of electrical producing alien to power this school back up, she must have used up all the energy she could get out of it way before her Omnitrix even timed out."

Most of the students look away, already fearing the worse; but Gwen, hoping her species and Ren's were similar, luckily she was right when she placed her index and middle finger on the Bucerusian's neck. "She has a slight pulse!"

Excitement quickly followed the students at this slim hope; a sly plan quickly came into Myu's head. "Alright, then you need to do a Forced Oxygen Intake on her to get her breathing again Benny!"

"Alright," Ben was quick to reply, except quickly asked, "what is a Forced Oxygen Intake?"

"Oh right, you don't learn that till later in the year," she licked her lips, "all you need to do is take a deep breath, press your lips to hers, and release the oxygen to fill her lungs, then afterwards you compress her chest to inflate her lungs."

Ben's face instantly turned bright red, wanting to save her but that would be his first. Yet like he said before, he was a hero and was there to help the ones in need.

Taking in a deep breath, he inched his face closer and closer to Ren's face, almost like that story of Snow White he was told when he was a little kid; however before his lips met hers, Ren's eyes opened up.

From pure shock Ben just froze there, looking into Ren's emotionless eyes yet he felt like she was shocked as well. Taking a few seconds before he quickly shot back, the air in his lungs flushing out while a slight giggle could be heard from the mischievous second-year student.

Gwen glared daggers at the teen. "You knew that Ren didn't need that didn't you?"

Myu scratched the outside of her cheek, looking around the room with that grin of hers clearly shown on her face. "The Omnitrix does have a failsafe just incase of something like that, but you can never be too safe."

Ren then sat up, looking over at Ben who was looking the other way; mainly to hide how red his face was. 'B-Ben," her emotionless voice called out, "are you... all right?"

Ben looked back at Ren, his face still a bit red but he started to wonder why he would get so flustered when around her all of a sudden, especially when she placed her warm hand on her forehead, tilting her head slightly. "You don't... feel ill."

He chuckled a little from that, he knew Ren was defiantly all right.

* * *

Not long after their short celebration, the students were able to get word out to their counselors. With some explaining the teachers realized that this was probably a ploy just to destroy the Galactic Enforcers themselves, but they were able to drive the alien away from the planet yet he escaped their pursuit.

It took some time to get another Main Generator but with that there was a Celebration held for the student's bravery and tactical planning. Ultimos himself personally gave each student his deepest thanks for protecting the school.

But even with all of the excitement and changing the minds for earthlings with most of the student body; Ben and Gwen finally agreed on something, they were home sick. So the day after the celebration, the cousins approached Ultimos in his office.

"I am shocked to hear your requests," but their Chancellor kept his calm, understanding it from their point of view, "are you sure you wish to head back to Earth; you both are very good first year students and especially with all you helped in defending this school I was going to recommend bumping you up a year with high honors."

They both nodded. "Well you see," Gwen replied, "our schools on Earth is about to start soon, and I think it will be hard for our grandfather to convince our parents that we are going to a school in space."

"But is there also a way we can keep our Omnitrixs," Ben asked, rubbing the devise on his left wrist.

"Actually," Gwen was quick to intervene, rubbing the devise that was on her right wrist, after that one incident she did some major research, getting a pretty good idea of what she was capable of without it, "I would like to have mine removed."

Ultimos nodded. "Your species still does lack the knowledge of other aliens in the universe, I could send you back with the Omnitrix to introduce your species to them Ben and call it a Introduce Assignment; however I will need to send someone else to overlook your progress; but at the moment we don't have anyone that is remotely close to your Solar System to do so."

For a moment, Ben was depressed from that fact, not wanting to remove this new part of his body. Yet something quickly popped back into his mind, something he has reluctantly yet to tell his cousin. "Chancellor, would a retired member of the Plumbers do for overlooking my progress?"

Gwen was about to call her cousin a complete idiot, what did a waterworks employee have to do with aliens, though she was cut off by Ultimos's statement. "It has been awhile since I heard of that Organization, who did you have in mind."

The young orange haired girl was still completely baffled by their conversation. "I was thinking my grandpa, Max Tennyson."

Ultimos nearly fell out of his seat after hearing that name, his face filled with excitement. "I knew you two had promise, but if you are the offspring of Max Tennyson I see no problem with this idea. I will have the report written up by the end of the day. Start packing for your trip home."

Gwen was now completely confused, till Ben whispered within earshot. "It's a long story."

They bowed to their Chancellor. "Thank you very much."

* * *

Gwen didn't have much to pack, since she didn't come to this school with more then the clothes on her back; but she packed a few things she bought from Yab-E, school books since she knew Ben was going to forget them, and last the briefcase, just something to remind her of this school.

She was doing this as Ren was sitting on her bed; the only movement was her red eyes gliding across each line in her book; just like she acted when Gwen first moved in.

Sealing up the box, she looked at her roommate. "Well I can't believe I'm about to head back home so soon."

"Gwen," Ren's voice was barely above a whisper, her eyes never broke contact from her book, "could I ask... you a favor?"

Gwen didn't see the harm in that. "Sure, what's on your mind?"

It took a few seconds for the alien to respond to that, her eyes still focused on that book she had in her hands as she rub her bare feet together. "Could... I... come to... Earth... too?"

Ren then moved the book up to cover her face, even though she showed no emotions. This favor of Ren's did sound a bit out there but it didn't feel impossible. "That wouldn't be a bad idea; I know Ben would somehow screw up with the assignment."

"I wouldn't be... a burden to... you, will I?" she tilted her head down.

Gwen gently smiled. "No not at all, all I have to do is talk to Ben and grandpa about it but I doubt they will say no. I will go chat with him right now so start packing."

With that, Gwen walked out of the room where Ren lowered her book. "T-Thanks."

* * *

Strangely for Gwen, it wasn't hard to convince Ben and after getting in contact with their grandfather it didn't take long for them to convince him, especially with the idea of looking after Ben's assignment from Ultimos.

It took an Earth week for the three to finally reach the Tennyson's home planet; it was great to be back on a ground that wasn't made of steel. But the best of all was their grandfather right there, greeting them with open arms.

Once the two cousins joined in on a big hug from their grandfather, the two introduced him to their visitor, who was just watching them from where she stood. "Hey there," the old man smiled at the young teen, "my grandkids have told me a lot about you, this is how I greet you, right?"

Grandpa Max bowed to the young girl, who bowed in reply. "That is... right."

After they stood back up, Ren walked over to the other teens as Max walked over to Ultimos, wanting to discuss everything required in person. Well that and Ultimos has always wanted to meet the famous Plummer Max Tennyson. "It's good we got to meet face-to-face, Max."

"Yeah," the grandfather was completely serious, "you told me there was more to Ben and Ren's assignment then introducing aliens to the world."

Ultimos nodded. "An old enemy to all on the side of justice has returned. In our records we believed he was killed while trying to take some highly dangerous weapons from your planet, you were the one to have eliminated him."

Max rubbed his chin, hoping that something like this would never happen again. "Yeah, so you're going to have the three watch out for Vilgax?"

"We do expect that he will come back soon, probably just out of revenge; I already have the authorization to use massive force on an underdeveloped world if there is a problem; but for now just look after them as if they were training."

"I don't like the idea of keeping my grandkids and Ren out of the loop like this."

"It's on a need to know bases; but for now I need to head back to the school," Ultimos saluted the earthling, "I entrust their training to you."

Max saluted back, another thing he never thought he would have to do again. "No worries, I will make sure they fulfill their assignment."

Ultimos then dropped his arm, but before he headed back to the ship he walked over to the teens, focusing his attention on the two who still hand their Omnitrixs. "Now for what I am about to do is something one gets after completing the Galactic Enforcers Academy, but for this assignment of yours I believe it is acceptable."

Placing his hand on Ren and Ben's Omnitrix, he twisted it one way then the other; afterwards the devised popped up. After he pressed the buttons on it he then slammed them back down. "There, now you can switch in-between aliens and you no longer have the time limit."

Ren didn't show it, but Ben was completely ecstatic, quickly switching between one alien to the other then back to his human form. "Oh this is so going to rock."

Ultimos chuckled; a little disappointed with someone of his energy would no longer be attending his school. "I hope it does 'rock' for you."

After saluting to the teens he headed back to his ship; with the door closing behind him a gust of wind signaled his leave. Once out of sight, Max turned and smiled at the young three. "All right, now before we have some of my famous Snail Stu, how about a group picture?"

The Tennyson children already missing their school with the mention of one of their grandfather's questionable meal; but the picture idea was something new to them. "Why do you want us to take a picture grandpa?" Gwen asked.

He pulled out a small digital camera. "Well, because I don't know when you might be asked to go out in space again and I would love to have one picture of you two where you weren't trying to strangle each other."

The cousins chuckled nervously; they have never been good at making a 'nice' picture. So what could it hurt as they stood where their grandfather was pointing.

Ren watched as the cousins stood at their spots, until Ben called over to her. "Hey Ren, what are you doing over there; come and join us for the picture!"

Even though the alien didn't show it, she was a bit surprised by Ben's offer. "I can... join?"

"Of course you can join," Max put his hand on her shoulder, smiling down at the young teen, "your part of this family now, so get in on the picture."

Her scarlet emotionless eyes looked up at Max then back at the two teens, she wish her face would smile; this was the first time she actually felt like part of a family, it felt warm.

Quickly she walked over to the Tennyson children; standing on Ben's left while Gwen stood on his right. Then as Max set the timer, he rushed over to the teens, standing behind then just in time as the timer went off, a short blinding flash quickly followed.

* * *

Later that day, the Tennyson family started they held off road trip, wanting to at least spend some time seeing the sites before they had to head back home; and also have Ren experience some of this planet's cultures first hand.

Thanks to today's technology, they were able to get that picture out very quickly, already framed up on the wall; but Ren asked for another one, one that was wallet sized.

While Ben was playing a Video game and Gwen was reading a book, Ren was in the bedroom, sitting on the bottom bunk. She looked at her golden picture case; the right side of the case still holding the picture of Ben but now she finally had a picture to put in the left side, her family.

The End

It took me long enough but I finally finished this fanfiction; oh but wait, I still have the OVA to this fanfiction left. It will be up in a week, read and review.


	17. OVA

Chapter OVA

Ben tossed and turned on that couch, feeling so small and lumpy there was no way he was going to get an ounce of sleep.

He just sat up and rubbed his eyes, not getting a decent wink of sleep for almost a week. Ever since they came back from Galactic Enforcers Academy with Ren Gwen made sure that she would take his bed. He knew he had to make her pay for that but the ultimate prank still hasn't come to him yet.

Walking over to the fridge, he poured himself a glass a milk; letting out a loud yawn before drinking half the cup. Stumbling over to his sleeping cousin to see that smug grin on her face; wanting to just pour the rest of his milk on her face.

But with him so tired and with her on the top bunk while being too lazy to climb it; he just shrugged it off. But he looked down at their new house guest, sleeping peacefully with her pillow clutched tightly in her arms; even with that emotionless expression on her face he somehow knew she was having a nice dream.

So not waning to disturb her, he tipped toed out on his socked feet. Yet a sudden shock jolted through his body when he felt something grab onto his leg. Nearly letting out a girlish scream his cousin would have blackmailed him with for the rest of his life, luckily catching himself in time; looking behind him to see Ren's snow white fragile hand grabbing onto his pant leg.

She was still fast asleep, forgetting how she would clutch onto things during her slumber; this being nothing compared to the first night she was here where she grabbed onto him like that pillow; nearly crushing his chest in her grasp till she woke up in time to stop.

Making sure not to get any closer then he was for his own health reasons, he bent down to try to get her hand to let go. Even for that hand that looked like it would break if handled wrong its grip rivaled that of a crocodile's bite. Feeling like he would need Fourarms to get out of it he started to pry her off, finger by finger.

Even struggling with the last pinky finger he finally was free of her grip; but once out of it her hand just relaxed in his: feeling so soft and warm, nothing like how cold her skin use to feel. But once he realized how red his face was while holding her hand he quickly placed it back on her pillow and swiftly walked out.

Looking back to see her arm rewrap around her pillow; he wondered why did he get so flustered when he held her hand or was anywhere near her these days.

* * *

Another morning with another sleepiness night for the only young male in the motor home; his half-opened eyes glare over at his cousin across the table, seeming to be in an extra perky mood this morning. "So Ben," her voice sounding like nails on a chalkboard with the sunrise, "did you have a nice sleep?" 

Yet all Ben could do is groan and rest his head on the table, this lack of sleep really starting to affect his comebacks. But soon snapped back up when his grandfather put one of his more questionable meals in front of them. "Alright, eat up you three."

The two Tennyson children once again started to miss their school food; but Ren slowly reached out, took the bowl and entered her spoon in before she took her first bite. Gradually moving her jaw to chew it, she swallowed and spoke. "It's... crunchy."

But that didn't seem to stop her as she scooped up another one and continued to eat, over the past week she seemed to like both real and grandpa style food. "That's the Dung Beetles, but its nice to have someone else here that enjoys my cooking."

Ben and Gwen continued to look at the meal before them, one of the few things the cousins could agree on. Both then looked over at Ren, whose scarlet eyes only focused on the bowl before her, graciously eating every bite.

"Do you really like the food, Ren?" Ben couldn't help but ask.

She broke her eye contact with the bowl and looked across the table. "Yes... I do."

Even though her voice lacked any emotion, he somehow could tell she was sincere. Looking down at his bowl and swallowing his fear; he picked up his spoon, getting a small bit of that questionable meal, holding his nose with his free hand and putting it in his mouth. She continued to watch, wondering why he went to all this effort to eat his meal.

A disgusted look was clearly stated on his face as he chewed his food, using all of his might to swallow that little bit. "Well... it isn't as bad as I thought; makes me miss the meals at GEA."

Ren tilted her head slightly to his reaction, wondering why humans would react so strangely towards a meal. But even with his strange antics and hyper personality, her body still felt warm while she was around him; rubbing one bare foot over the other.

"Well finish it up," Grandpa Max stated, "because after this you and Ren will be training with your Omnitrixs."

Ben groaned. "Come on Grandpa, its still summer; can't we just relax?"

His grandfather chuckled. "Sorry Ben, but I made a promise with Ultimos to look after your training. So get your strength."

Gwen snickered. "Yeah Ben, have fun."

"Don't think you're off the hook," Max added, "you might have gotten your Omnitrix removed but you have your own training to go through."

Feeling like her own taunting bit her in the butt, especially as she heard her cousin chuckling at her expense.

* * *

Ben and Ren were both as Ripjaw at the lake side park, swimming through an underwater maze made up of hulu hoop, sunken to the bottom with rocks tied to ropes. 

Ben now starting to groan about getting the time-limit taken off the Omnitrix, training for the past half-hour and praying for that ending signal he used to hate so much. But he looked over at Ren; she didn't look exhausted at all. A bit impressed from her stamina and endurance, but when she looked over at him he quickly looked away, feeling a bit flustered.

Yet all of a sudden, he started to feel a swift current around him; already caught within the funnel he was shot out by a large spout where he landed on the shore; looking at the pair of bare feet responsible for this. "Well it looks like I got this spell down," Gwen stated smugly, "how's your training going, Ben?"

Changing back into his human form, wearing only his blue trunks, he looked up to see Gwen wearing her green one-piece while holding the spell book their grandfather got her at an antique store; cursing that it actually worked. "Can you use your spells without getting me involved!?" Ben snapped back.

"I didn't mean to," she obviously lied, "you just happened to get in the way. But remember, you did promise to do anything I wanted back on GEA, you wouldn't want to go back on your word now would you?"

He knew he should have never said that, even if it was to make her feel better; but Ren rushed up to Ben in her normal form. "Are you... alright Ben?" she asked, helping the boy back on his feet.

Accepting the aliens help to help get on his feet. "Yeah I'm ok, just a..." but he was cut off as he saw her in that light blue one piece swimsuit, her blue hair still dripping wet with that plastic black headband that hid her small horns. Those crimson eyes looking at his, feeling a genuine concern for his well being; swallowing hard, a trickle of blood came down from his nose.

"You seem... to be injured," she pointed to his nose.

Once he realized this, his face turned beet red; placing his hand over his nose. "I'll be right back."

Rushing off back to the Rust Bucket while slamming the door behind him, Ren looked over at the Sorcerer. "I don't... understand."

"Well in some culture a nose bleed refers to a..." Gwen quickly stated but Ren shook her head slowly.

"No... I don't mean... that," she cut in, "I mean... is your constant abuse... a way to show your... affection towards family... members?"

A comical idea popped into the orange-haired girl's mind, stating that's how you show affection period to have Ren annoy the heck out of her cousin, but she wanted that enjoyment all to herself. "Kinda, mainly towards siblings and family members our ages; sooner or later he will get me back too."

Ren tilted her head slightly. "Your species ways... are very... strange."

Gwen giggled a little. "You might be right, we are still a 'developing species,'" she quoted, but she also did a bit of an inspection of her alien friend, "yet I must say, you look pretty good in my old swimsuit."

Ren looked away; even with no emotion on her face Gwen could guess she was blushing; always knowing since their time on Yab-E she had been a bit self-conscious about her appearance. "Do you really... think so?"

Ren rubbed her left hand over her right, her face or voice might not be able to bear emotions but her body language was as clear as that day. "Yeah, I bet you could even model one day," she gently elbowed her roommate, "not to mention get any guy you want instead of my dufus of a cousin."

Looking over at her good friend, she kept wondering why Gwen would keep bring up that her kin would be of inferior intelligence or suggest he was lower then the average homosapien. "Is he really... that bad for... me?"

Gwen's smug face turned to that of concern, watching as Ren would touch her headband. "I am also... considered a lower... then average female on... my planet."

Gwen nearly forgot about that, how because of her small horns she was seen as an outcast. She was about to add to that but Ren shook her head. "Never...mind, for...get I said... it," turning back towards Gwen, "how about we... go for a... swim?"

The orange-haired Sorcerer nodded cheerfully. "Race you to the lake!"

* * *

Ben cleaned up his nose bleed at the sink where his grandfather was fixing up some kind of device; probably something to do with alien hunting which the Tennyson children had a long conversation about when they first came back. "So are you ready to go back to school, Ben?" 

The Omnitrix wearing teen groaned at the thought, this summer not lasting as long as he wanted it to be. "Uhg, don't remind me."

Max couldn't help but chuckle. "Yeah, I wish we could have spent more time together during this Summer Vacation. Now less then a month till summer ends." He screwed in the last piece to his machine. "So what do you think of Ren? Are you going to help her fit in school life?"

"School shouldn't be a problem for her," he re-wiped his nose, "she was the top student at Galactic Enforcers Academy in both physical and mental."

"Well still, I want you to keep a close eye on her; this is a completely new world she is on and I want you to do all you can to make her feel right at home."

"Yeah yeah," Ben stated; his voice sounding like he was trying to hide something, "I will do what I can."

Max grinned a little, thinking that he might have an idea of what his grandson was trying to hide. "She is something though, wouldn't you say?"

Ben's face grew completely flustered to this accusation, looking away from the window towards his grandfather who was just sitting there with a sincere smile on his face. "W-What do you mean?"

Chuckling a bit from Ben's reaction, he explained. "Well like you said, she is both gifted in intelligence and athletic ability; not to mention she seems very willing to learn about our planet even if she states it's strange."

Ben slightly chuckled when he heard that, remembering how she would be quick to ask about certain action or reactions a person would do to just end up saying "it's... strange," yet she still was open to the next new thing. She was quite the interesting girl; scratching the side of his cheek. "Well... she is, different."

"And if I didn't know any better," grandpa made his move, "I would guess you were getting smitten around her."

Ben was shocked that his grandfather would even state something like that; but as he turned his head to hide its color, looking out to see Ren playing with Gwen in the lake. Maybe this statement wasn't too far off. "Well, she isn't like any other girl I've ever met; but we are of two different species."

With that comment, Max remembered a certain time during his days as a Plummer, but that story was for a different time; gently patting his grandson on his bareback. "That rarely has anything to do with that. I've seen plenty of interspecies couples back in my days and with how you and Ren will slowly introduce aliens into Earth's society there will probably be more in time to come."

Ben looked back out at Ren, quickly changing into a Fourarms to quickly splash his cousin with small waves who was using her spells to shield herself, he chuckled to this sight. "But even though somehow I can feel what she is thinking, I have no idea what is going through her mind most of the time; I doubt she even likes me."

He unconsciously twiddling his thumbs, but his grandpa added. "Well if you look at it that way that is basically any species."

The Alien hero was confused. "What do you mean?"

"Both people, and aliens, show their emotions off in different ways, if you want to know what she is feeling just spend more time around her," he smiled, "like joining them in the lake, go have fun."

Ben nodded, chuckling while rubbing his chin. "I do need to Cannonbolt Gwen."

* * *

After nearly a full day of swimming, splashing and relaxing, the teens were bringing it in just as the sun was starting to disappear from the sky. "It's still strange... to see only... one sun setting," Ren commented, using her towel to dry herself off. 

"I bet you will get use to it soon," Gwen added, placing her towel on top of her head to dry her hair, "but like it now, because it gets really cold in the winter."

But Ren was looking around their campsite. "Where did... Ben go?"

"He went up that way a little while ago," Max replied, pointing towards the hill a short distance away, "he goes over there every time we come here. If you don't mind Ren could you go get him, we have to get going soon."

She slowly nodded her head. "I don't... mind. I'll be right... back."

* * *

Quickly she walked through the area, dodging the few trees till she made her way up the small grassy hill; just stopping a few feet short of where Ben sat. 

There he was, just sitting all alone watching the sunset. She rubbed her left hand over her right, finally just the two of them since that time they cleaned the classroom. Her face might not have shown a shred of emotion but her knees wouldn't stop shaking, wondering if she should come out from behind the tree.

The time she has spent around this earthling he was always either full of energy or just playing around, yet at this time he was completely calm and relaxed, just sitting on the grassy hill watching that unusually colored sun setting in the distance.

But when she started to back up, her snow white foot stepped on a twig; a slight sting went through her body as the young teen heard the crack, turning around to see the alien. "Oh, hey Ren," he said casually, "what are you up to?"

"Max wanted me... to tell you it's about... time we... left," Ren's emotionless tone replied, her scarlet eyes slowly surveying the area, "but what are... you doing?"

"I just like coming to this spot every time Grandpa and I come here near the end of Summer Vacation," he turned back to look at the sunset, "just a little tradition of mine."

"Could I...," she spoke up, focusing on the empty spot just to the left of him, "sit down... too?"

He turned back to see where she was looking, then patted the spot to his left. "Sure, pull up a seat."

Ren slightly tilted her head, but Ben quickly remembered. "I mean: just come and sit."

Nodding, she slowly walked over to the spot and sat down next to the teen, folding her legs to her chest, her toes curled tight. For about a few minutes the two teenagers didn't say a word to each other, just basking in each others company.

Yet unaware to them, two other Tennysons' were hiding in the bushes. Gwen yawned. "Next time I'm planning it, grandpa."

But Max slightly chuckled to his granddaughter. "Oh I doubt there will be a next time."

"Well I'm glad to find out where I get my twisting planning side," she smirked sadistically, "but I'm still saying we should use one of my spells."

"What was the only rule I gave you when I bought you that book?" her grandfather stated.

Gwen looked away, groaning. "No spells to manipulate free will."

Ren eyes would focus on how that sun of their's would quickly change to a stunning orange. "It's... strange," she commented, "but I... like it."

She continued to watch the setting sun. "Your planet is very... nice; I hope to see... a lot more."

"Well there is a lot to see on this planet," he chuckled a bit, "and my school will cover everything there is too."

"Will you... always be there... to show... me?" her voice almost seemed to stutter when she asked that, "right?"

Somewhat shocked that she of all people would say something like that; maybe she was just nervous being on another planet. Looking over he noticed her right hand was slightly shaking even though her gaze never looked away from that setting sun.

So to comfort her, her relaxed his left hand over hers, giving it a gentle squeeze. "If you need anything, I will be right there to help," he grinned, "I'm a hero after all."

Her hand stopped shaking in his grip, leaning to her side to rest her head on his bare shoulder; she was so comfortable and relaxed at this moment where Ben was completely flustered. Maybe this school year won't be as bad as he thought.

* * *

But unknown to them, it wasn't just Max and Gwen that were watching them from a distance, unaware that a satellite was keeping a close eye on that small group, a satellite which had a Pyramid logo on the side. 

The one watching this was a man sitting in the shadows, watching many different angles of this Tennyson family. He grinned to this sight. "Why do the aliens always think so little of our species; but oh well, that will just give me the advantage."

Pushing a button on his remote, the screens focused on the three teens. "Because soon, they will be very useful for me; with their special abilities my plan doesn't seem too far off anymore. War will soon reach a whole new level."

The End

Only the heartbreak I am going to cause in my Code Lyoko ff will get me through all this sap. Sorry for the wait and glad you all enjoyed but I have news, I have already written the first chapter that sequels to this fanfic, it will be up one week from today so watch out for it. (Maybe sooner if I get enough reviews)


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